March 23, 2018
Avigilon Shareholders Overwhelmingly Approve Acquisition by Motorola Solutions
An Avigilon news release
VANCOUVER, CANADA, March 22, 2018 – Avigilon Corporation (“Avigilon”) (TSX: AVO), provider of trusted security solutions, is pleased to announce the voting results for its special meeting of shareholders held on March 22, 2018 in Vancouver, British Columbia (the “Special Meeting”).
The sole matter considered at the Special Meeting was the special resolution approving the statutory plan of arrangement (the “Arrangement”) whereby Motorola Solutions, Inc. (“Motorola”) will acquire all of the issued and outstanding Avigilon common shares for cash consideration of CDN $27.00 per share through Motorola Solutions Canada Holdings Inc., a wholly-owned subsidiary of Motorola, as originally disclosed on February 1, 2018.
The Arrangement resolution was approved as follows:
- 98.24% of the total votes cast by shareholders at the Special Meeting voted FOR the Arrangement resolution; and
- 97.90% of the total votes cast by shareholders at the Special Meeting, excluding the votes cast by such Avigilon shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction, voted FOR the Arrangement resolution.
Closing of the Arrangement remains subject to court approval as well as other customary closing conditions; assuming the timely completion of these conditions, Avigilon expects the Arrangement to close by the end of March, 2018.
Avigilon Corporation provides trusted security solutions to the global market. Avigilon designs, develops, and manufactures video analytics, network video management software and hardware, surveillance cameras, and access control solutions. To learn more about Avigilon, visit avigilon.com.
© 2018, Avigilon Corporation. All rights reserved. AVIGILON, the AVIGILON logo, and TRUSTED SECURITY SOLUTIONS, are trademarks of Avigilon Corporation. Other names or logos mentioned herein may be the trademarks of their respective owners.
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For further information:
Avigilon Investor Relations
T: (604) 629-5182
Senior Manager, Global Communications
T: (604) 629-5182 x2625
Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements normally contain words like ‘believe’, ‘expect’, ‘anticipate’, ‘plan’, ‘intend’, ‘continue’, ‘estimate’, ‘may’, ‘will’, ‘should’, ‘ongoing’ and similar expressions, and within this news release include, without limitation, statements (express or implied) respecting the closing of the Arrangement and expected actions to follow therefrom.
Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that Avigilon’s management currently believes are relevant, reasonable, and appropriate in the circumstances, including, without limitation, assumptions that: the Arrangement will complete under the terms, structure, and timeline currently contemplated; the requisite court approval in connection with the Arrangement will be obtained in a timely manner and on satisfactory terms; the parties will be able to satisfy the other conditions to the closing of the Arrangement and on the timeline currently contemplated; Motorola will have sufficient capital resources to complete the Arrangement; Motorola’s vision and strategy will remain aligned with those of Avigilon; no significant events will occur outside of Avigilon’s normal course of business; and the continuation of the business and operations of Avigilon, and the integration thereof with Motorola, following completion of the Arrangement will occur as currently contemplated.
Although Avigilon’s management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Avigilon’s business, as more particularly described in the “Risk Factors” section of Avigilon’s Annual Information Form dated March 6, 2018, and in the Management Information Circular for the Special Meeting dated February 21, 2018, each of which is available under Avigilon’s profile on SEDAR at www.sedar.com. Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to: the Arrangement is not completed in a timely fashion or at all; the requisite court approval is not obtained in a timely fashion (or at all) or on satisfactory terms; Motorola does not have or obtain sufficient capital resources to complete the Arrangement; the announcement of the Arrangement and the dedication of substantial resources of Avigilon to the completion of the Arrangement has a negative impact on Avigilon’s ongoing business operations and future financial condition and prospects; the respective strategies and vision of Avigilon and Motorola become incongruous leading to, for instance, delays in product development and availability; unforeseen challenges in integrating Avigilon’s business and operations with Motorola; a loss of key Avigilon personnel, customers, and/or suppliers; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Although Avigilon has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Avigilon. Accordingly, readers should not place undue reliance on forward-looking statements.
Avigilon undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.