Zebra Technologies Commences Tender Offer for All Shares of Xplore Technologies
July 17 2018 - 8:30AM
Business Wire
Zebra Technologies Corporation (NASDAQ: ZBRA) is commencing
today, through its wholly owned subsidiary, Wolfdancer Acquisition
Corp., a cash tender offer to purchase all of the outstanding
shares of common stock of Xplore Technologies Corporation (NASDAQ:
XPLR). Zebra announced on Thursday, July 5 that it had entered into
a merger agreement with Xplore.
Upon successful completion of the tender offer, shareholders of
Xplore will receive $6.00 in cash for each share of Xplore common
stock validly tendered and not properly withdrawn, without interest
and less any required withholding taxes.
The board of directors of Xplore has unanimously approved and
declared advisable the offer and the other transactions
contemplated by the merger agreement, and has recommended that
Xplore’s stockholders accept the offer and tender their shares in
the offer.
The tender offer is scheduled to expire at 12:00 midnight,
Eastern time, at the end of the day on Monday, August 13, 2018,
unless the tender offer is extended.
The consummation of the tender offer is conditioned upon the
tender of a majority of the outstanding shares of Xplore’s common
stock on a fully diluted basis (including all shares underlying
Xplore’s outstanding restricted stock units and stock options), as
well as certain other conditions that are specified in the offer
documents. Following completion of the tender offer, Zebra expects
to consummate the merger pursuant to Section 251(h) of the Delaware
General Corporate Law, pursuant to which remaining Xplore
stockholders will receive the same cash price per share as paid in
the tender offer. There is no financing condition to the tender
offer. Following the merger, Xplore will become a wholly owned
subsidiary of Zebra.
Additional Information and Where to Find It
The tender offer described in this press release (the “Offer”)
has not yet commenced. This press release is neither an
offer to purchase nor a solicitation of an offer to sell any shares
of Xplore common stock or any other securities of Zebra and
Wolfdancer Acquisition Corp., each of whom will file a tender offer
statement on Schedule TO (“Schedule TO”) with the SEC, and Xplore
will file a solicitation/recommendation statement on Schedule 14D-9
(“Schedule 14D-9”), each with respect to the planned Offer
described in this press release. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to such
statements. Investors and security holders are urged to
read, carefully and in their entirety, both the Schedule TO and the
Schedule 14D-9 regarding the Offer, each as may be amended from
time to time, and any other documents relating to the Offer that
are filed with the SEC, when they become available because they
will contain important information relevant to making any decision
regarding tendering shares. Such materials, when prepared and ready
for release, will be made available to Xplore’s stockholders at no
expense to them. In addition, at such time such materials (and all
other offer documents filed with the SEC) will be available at no
charge on the SEC’s website at https://www.sec.gov and
also may be obtained by directing a request to Xplore Investor
Relations at 8601 RR 2222, Building II, Suite 100, Austin, TX,
78730, Tel: 512-637-2704.
Safe Harbor Statement
This press release contains forward-looking statements, as
defined by the Private Securities Litigation Reform Act of 1995,
including, without limitation, the statements regarding the
company’s outlook and the ability to complete the acquisition of
Xplore. Actual results may differ from those expressed or implied
in the company’s forward-looking statements. These statements
represent estimates only as of the date they were made. Zebra
undertakes no obligation, other than as may be required by law, to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events, changed
circumstances or any other reason after the date of this
release.
These forward-looking statements are based on current
expectations, forecasts and assumptions and are subject to the
risks and uncertainties inherent in Zebra’s industry, market
conditions, general domestic and international economic conditions,
and other factors. These factors include customer acceptance of
Zebra’s hardware and software products and competitors’ product
offerings, and the potential effects of technological changes. The
continued uncertainty over future global economic conditions, the
availability of credit and capital markets volatility may have
adverse effects on Zebra, its suppliers and its customers. In
addition, a disruption in our ability to obtain products from
vendors as a result of supply chain constraints, natural disasters
or other circumstances could restrict sales and negatively affect
customer relationships. Profits and profitability will be affected
by Zebra’s ability to control manufacturing and operating costs.
Because of its debt, interest rates and financial market conditions
will also have an impact on results. Foreign exchange rates will
have an effect on financial results because of the large percentage
of our international sales. The outcome of litigation in which
Zebra may be involved is another factor. The success of integrating
acquisitions could also affect profitability, reported results and
the company’s competitive position in its industry. These and other
factors could have an adverse effect on Zebra’s sales, gross profit
margins and results of operations and increase the volatility of
our financial results. When used in this release and documents
referenced, the words “anticipate,” “believe,” “outlook,” and
“expect” and similar expressions, as they relate to the company or
its management, are intended to identify such forward-looking
statements, but are not the exclusive means of identifying these
statements. Descriptions of the risks, uncertainties and other
factors that could affect the company’s future operations and
results can be found in Zebra’s filings with the Securities and
Exchange Commission, including the company’s most recent Form
10-K.
About Zebra
With the unparalleled operational visibility Zebra (NASDAQ:
ZBRA) provides, enterprises become as smart and connected as the
world we live in. Real-time information – gleaned from visionary
solutions including hardware, software and services – give
organizations the competitive edge they need to simplify
operations, know more about their businesses and customers and
empower their mobile workers to succeed in today’s data-centric
world. For more information, visit www.zebra.com or sign up for our
news alerts. Follow us on LinkedIn, Twitter and Facebook.
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version on businesswire.com: https://www.businesswire.com/news/home/20180717005272/en/
Zebra Technologies:Investor Contact:Michael Steele, CFA,
IRCVice President, Investor Relations+ 1 847 793
6707msteele@zebra.comorMedia Contact:Therese Van
RyneDirector, Global Public Relations+ 1 847 370
2317therese.vanryne@zebra.com
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