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Motorola Commences Tender Offer to Acquire Controlling Interest in Vertex Standard Co., Ltd., to Form Joint Venture with TokogikenSCHAUMBURG, Ill. and TOKYO, Nov. 5 /PRNewswire-FirstCall/ -- Motorola, Inc. announced today that its subsidiary, MI, Inc., will launch a tender offer to acquire a controlling interest in Vertex Standard Co., Ltd. (JASDAQ: 6821), a global provider of 2-way radio communication solutions. Upon successful completion of the tender offer and subsequent restructuring process, Motorola will own 80% of Vertex Standard and Tokogiken, a privately held Japanese company, controlled by Jun Hasegawa, current president and CEO of Vertex Standard, will retain 20%, forming a joint venture. On 5 November 2007, the Board of Directors of Vertex Standard expressed their support of the tender offer. "As a leading provider and pioneer in 2-way radio communication solutions, Motorola is an excellent strategic partner for our business," said Jun Hasegawa, president and CEO of Vertex Standard. "The joint venture will give Vertex Standard access to Motorola's global distribution channels, presenting considerable opportunities for Vertex Standard to drive growth. We also expect to reduce costs, as we will benefit from Motorola's global scale and resources. With Motorola, Vertex Standard will be stronger and better positioned to deliver new and innovative 2-way radio solutions for professionals and consumers around the world." "This joint venture will enable Motorola and Vertex Standard to deliver an enhanced combined product offering to new regions and customers worldwide," said Mark Moon, senior vice president of Motorola's Government and Commercial Markets. "We are extremely pleased to announce this transaction, which will improve our ability to address the growing needs of our 2-way radio customers worldwide. We look forward to the continued leadership of Jun Hasegawa and making this new joint venture a success." The tender offer price is 2,214 yen (approximately US $19.38) per share of common stock. This price represents: -- A premium of 38.4% over 1600 yen, the closing price of Vertex Standard's shares on the JASDAQ Securities Exchange, Inc. on 2 November 2007 -- A premium of 40.8% over 1573 yen, the average closing price of Vertex Standard's shares on the JASDAQ Securities Exchange, Inc. over the last three months to 2 November 2007 The total purchase price for 80% of the outstanding shares on a fully diluted basis will be approximately 12.3 billion yen (approximately US $108 million). Vertex Standard is a leader within the Land Mobile Radio segment, where the company continues to demonstrate particular brand strength in high value, entry level solutions. The joint venture will develop and sell Vertex Standard branded products and develop select Motorola branded products. The Motorola brand will continue to focus on higher featured, higher tier products and continue to utilize existing Motorola distribution channels. The joint venture will expand and develop a comprehensive suite of products to address the rapidly growing demand for 2-way radio solutions. Vertex Standard's strength in the Amateur, Marine and Airband (Avionics) segments will also provide Motorola with access to new business opportunities. In addition, Vertex Standard's solutions are highly complementary with Motorola's products and will add greater depth and breadth to Motorola's Government and Public Safety business. The venture will also provide additional engineering talent for Motorola. Additional Transaction Details Upon successful completion of the tender offer and subsequent planned restructuring, Vertex Standard will be de-listed from the JASDAQ. The joint venture company will continue to be called "Vertex Standard Co., Ltd" and will become a subsidiary of Motorola, with headquarters in Tokyo. The shareholders of Vertex Standard who do not tender their shares in the tender offer will receive cash consideration for the shares which they hold as a result of the restructuring following successful completion of the tender offer. The tender offer, which is subject to regulatory and other customary conditions, is expected to close in early January 2008. In addition, Motorola must complete the tender offer within 60 working days of its commencement, as required by Japanese law. About Motorola Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by our vision of seamless mobility, the people of Motorola are committed to helping you connect simply and seamlessly to the people, information and entertainment that you want and need. We do this by designing and delivering "must have" products, "must do" experiences and powerful networks -- along with a full complement of support services. A Fortune 100 company with global presence and impact, Motorola had sales of US $42.8 billion in 2006. For more information about our company, our people and our innovations, please visit http://www.motorola.com/. About Vertex Standard Vertex Standard Co. Ltd is a company primarily engaged in radio communication products for land, marine, airband, and amateur Since the company was incorporated in 1956, Vertex Standard has become a global two-way radio manufacturer with advanced technologies. With customer satisfaction as its number one priority, the company has supplied products that meet the changing demands of the 2-way radio communications market. Sales for the fiscal year-ending March 2007 were approximately 21,983,000,000 yen. Details for Vertex Standard are available at http://www.vxstd.com/jp/. Forward-Looking Statements Certain statements contained in this press release, including the expected timetable for completing the proposed tender offer, future financial and operating results, benefits and synergies of the transaction and any other statements regarding Motorola's or Vertex Standard's future expectations, beliefs, goals or prospects, and any statements that are not statements of historical facts might be considered forward-looking statements. While these forward-looking statements represent managements' current judgment of future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those stated in the forward-looking statements. Important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, include: (i) Motorola's ability to consummate the tender offer; (ii) the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; (iii) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all; (iv) revenues following the transaction may be lower than expected; (v) operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; (vi) the retention of certain key employees at Vertex Standard; and (vii) the other factors described in Motorola's Annual Report on Form 10-K for the year ended December 31, 2006 and its most recent quarterly report filed with the SEC. Motorola assumes no obligation to update or revise any forward-looking statement in this press release, and such forward-looking statements speak only as of the date hereof. This press release is a public news statement for announcing the tender offer and is not for soliciting to sell the share certificates or stock acquisition rights of the target company. When you plan to apply for the tender offer to sell the share certificates or stock acquisition rights, you would apply for the tender offer at your judgment after reading the TOB explanatory statement prepared by the tender Offer. This press release shall not correspond to nor partially constitute an offer or a solicitation to sell securities and a solicitation of the offer to purchase securities. This press release shall not constitute the agreement regarding the tender offer, nor be relied in signing of the agreement. In some countries or regions, announcement, publishing and distribution of this press release would be restricted. In this case, please take note of the restriction and comply with the rule. In the countries where the tender offer is regarded illegal, if this press release is received by someone, it shall not constitute solicitation of the offer to purchase or sell securities concerning the tender offer and it shall be regarded as strictly distribution of the information. Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20020307/MOTLOGOhttp://www.newscom.com/cgi-b in/prnh/20020415/MOTNOTAGLOGOAP Archive: http://photoarchive.ap.org/PRN Photo Desk, [email protected] Motorola CONTACT: media, Jennifer Erickson of Motorola, Inc., +1-847-435-5320,[email protected], or Mary Lamb of Motorola Asia Pacific,+ 852 2966 3717, [email protected], or investors, Dean Lindroth ofMotorola, Inc., +1-847-576-6899, [email protected] Web site: http://www.motorola.com/ |