Motorola Solutions, Inc. Offer Update (5322N)

TIDMPON

RNS Number : 5322N

Motorola Solutions, Inc.

01 October 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

1 October 2012

RECOMMENDED CASH OFFER

by

MOTOROLA SOLUTIONS, INC. ("MOTOROLA SOLUTIONS")

for

PSION PLC ("PSION")

OFFER UPDATE - OFFER WHOLLY UNCONDITIONAL

AND EXTENSION OF OFFER

Introduction

On 15 June 2012, Motorola Solutions and Psion announced that they had agreed on the terms of a recommended cash offer to be made by Motorola Solutions to acquire the entire issued and to be issued share capital of Psion (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Motorola Solutions on 12 July 2012 (the "Offer Document").

On 13 September 2012, Motorola Solutions announced that the Offer had become unconditional as to acceptances and had been extended to 28 September 2012.

On 27 September 2012, Motorola Solutions announced that it had received clearance from the Office of Fair Trading and therefore all Antitrust Conditions had been satisfied.

Terms used in this announcement have the meanings given to them in the Offer Document unless stated otherwise. All references to time in this announcement are to London time.

Offer unconditional in all respects

Motorola Solutions is pleased to announce that all conditions relating to the Offer have either been satisfied or waived and that the Offer is declared unconditional in all respects.

The Offer will remain open for acceptances until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those Psion Shareholders who have not at the date of that notice accepted the Offer.

Squeeze-out

As set out in the Offer Document, since Motorola Solutions has received acceptances under the Offer in respect of more than 90 per cent. of the Psion Shares to which the Offer relates, Motorola Solutions intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to squeeze out the remaining Psion Shares. Motorola Solutions will post squeeze-out notices shortly.

Delisting, cancellation of trading and re-registration

As set out in the Offer Document, now that the Offer has become unconditional in all respects and Motorola Solutions has acquired more than 75 per cent. of the voting rights of Psion, Motorola Solutions intends to procure that Psion applies to the UK Listing Authority and the London Stock Exchange today, respectively, for the cancellation of listing of Psion Shares (PON; PSION PLC ORD 15P; ISIN number GB00B0D5VH57) on the Official List and the cancellation of admission to trading in Psion Shares on the London Stock Exchange.

The cancellation of listing and admission to trading of Psion Shares will take effect on 26 October 2012, being 20 business days from 1 October 2012.

Such cancellation of listing and admission to trading would significantly reduce the liquidity and marketability of any Psion Shares not assented to the Offer.

Following delisting, Psion will be re-registered as a private company.

Acceptance procedure

Psion Shareholders who have not yet accepted the Offer are urged to do so as soon as possible:

-- If you are a holder of Psion Shares in certificated form, you should complete and return the Form of Acceptance, which accompanied the Offer Document, together with your original share certificates or other documents of title, to the Receiving Agent.

-- If you are a holder of Psion Shares in uncertificated form, that is, in CREST, your Electronic Acceptance should be made and settled, in accordance with the instructions set out in the Offer Document.

Full details of how to accept the Offer are set out in the Offer Document.

Settlement of consideration

As set out in the Offer Document, settlement of the cash consideration to accepting Psion Shareholders will be despatched by first class post (or, in the case of Psion Shareholders holding their Psion Shares in uncertificated form, by means of CREST payment): (i) in case of acceptances received, complete in all respects, by 1 October 2012, on or before 15 October 2012; and (ii) in case of acceptances received, complete in all respects, after 1 October 2012, within 14 calendar days of such receipt.

Level of acceptances

As at 1.00 p.m. on 28 September 2012, Motorola Solutions had received valid acceptances of the Offer in respect of 118,839,773 Psion Shares (representing approximately 83.96 per cent. of the existing issued share capital of Psion, and approximately 93.23 per cent. of the Psion Shares to which the Offer relates), which Motorola Solutions may count towards the satisfaction of the acceptance condition to the Offer.

So far as Motorola Solutions is aware, none of these acceptances have been received from persons acting in concert with Motorola Solutions. Of these acceptances, acceptances have been received in respect of, in aggregate, 32,581,226 Psion Shares (representing approximately 23.02 per cent. of the existing issued share capital of Psion) which were subject to irrevocable undertakings procured by Motorola Solutions.

In addition, Motorola Solutions also owns 14,077,244 Psion Shares (representing approximately 9.94 per cent. of the existing issued share capital of Psion).

Accordingly, as at 1.00 p.m. on 28 September 2012, Motorola Solutions either owned or had received valid acceptances of the Offer in respect of a total of 132,917,017 Psion Shares (representing approximately 93.91 per cent. of the existing issued share capital of Psion).

The percentages of Psion Shares referred to in this announcement are based upon a figure of 141,534,790 Psion Shares in issue on 28 September 2012.

Interests in Psion Shares

Save as set out above, on 28 September 2012 (being the last practicable date prior to the publication of this announcement), neither Motorola Solutions, nor any person acting in concert with Motorola Solutions has any right to subscribe for any relevant securities of Psion nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Psion. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Psion and any borrowing or lending of any relevant securities of Psion which have not been on-lent or sold.

Psion board changes

On 28 September, Psion announced upcoming changes to the composition of the Psion board of directors which were to take effect on the Offer becoming or being declared wholly unconditional in all respects. Those changes have now become effective and accordingly, Peter Bertram, Adrian Maxwell Colman, John Richard Conoley, Stuart Cruickshank, Ross King Graham, Gotthard Haug, John Eric Hawkins, and Michael Kevin O'Leary have resigned and stepped down from their positions and in their place John Wozniak, Ian McCullagh and Tetyana Vasylevska have been appointed as directors of Psion.

Further information

Psion Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares or any other correspondence in connection with the Offer that does not originate from Motorola Solutions, Psion, the Receiving Agent or Psion Shareholders' own stockbrokers.

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Motorola Solutions' website at www.motorolasolutions.com/disclosure and Psion's website at http://investorrelations.psion.com by no later than 12 noon on 2 October 2012.

Enquiries:

 
 Motorola Solutions                                                       Tel: [phone] 
  Nicholas Sweers (Public Relations)                                       Tel: [phone] 
  Simon Craddock (Public Relations)                                        Tel: [phone] 
  Shep Dunlap (Investor Relations) 
 Goldman Sachs International (financial adviser to Motorola Solutions)   Tel: [phone] 
  Mark Sorrell 
  Adrian Beidas 
 

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Motorola Solutions and no one else in connection with the Offer and will not be responsible to anyone other than Motorola Solutions for providing the protections afforded to clients of Goldman Sachs International nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The Offer is made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Psion Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Psion Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements and/or restrictions. Any failure to comply with these restrictions may constitute a violation of securities law of any such jurisdiction. To the fullest extent permitted by law, Motorola Solutions and Psion disclaim any responsibility or liability for the violation of such restrictions by such persons.

This information is provided by RNS

The company news service from the London Stock Exchange

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