May 26, 2020
Motorola Solutions Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Corporation
CHICAGO – May 26, 2020 – Motorola Solutions, Inc. (NYSE: MSI) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation (“TRC”) to purchase up to 1,000,000 shares of Motorola Solutions common stock from the stockholders of Motorola Solutions, representing approximately 0.59% of the outstanding shares of Motorola Solutions common stock.
TRC stated in the mini-tender offer that its offer price of $122.95 per share is approximately 4.74% lower than the $129.07 closing price per share of Motorola Solutions common stock on the New York Stock Exchange on May 15, 2020, the last trading day before the commencement of the offer.
Motorola Solutions does not endorse TRC’s mini-tender offer and recommends that stockholders reject this unsolicited offer by not tendering their shares. TRC’s offer price is below the market value for shares of Motorola Solutions common stock (as of the day prior to the offer) and is subject to numerous conditions, including TRC’s ability to obtain financing, there being an absence of a specified decline in the market price of the Motorola Solutions common stock since May 15, 2020, and there being no material worsening of the COVID-19 pandemic since May 15, 2020. If stockholders have already tendered shares, Motorola Solutions recommends that they withdraw their shares by providing the written notice described in the TRC mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. (Eastern Time) on June 17, 2020.
Motorola Solutions is not associated in any way with TRC, its mini-tender offer or its mini-tender offer documents. Motorola Solutions urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to TRC’s offer.
The U.S. Securities and Exchange Commission (the “SEC”) has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s cautionary advice to investors regarding these offers is on its website at: www.sec.gov/investor/pubs/minitend.htm.
TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under U.S. securities laws.
Motorola Solutions urges brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001, at: www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf.
Motorola Solutions requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of Motorola Solutions common stock.
About Motorola Solutions
Motorola Solutions is a global leader in mission-critical communications and analytics. Our technology platforms in mission-critical communications, command center software, video security & analytics, bolstered by managed & support services, make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new era in public safety and security. Learn more at www.motorolasolutions.com/.
TRC stated in the mini-tender offer that its offer price of $122.95 per share is approximately 4.74% lower than the $129.07 closing price per share of Motorola Solutions common stock on the New York Stock Exchange on May 15, 2020, the last trading day before the commencement of the offer.
Motorola Solutions does not endorse TRC’s mini-tender offer and recommends that stockholders reject this unsolicited offer by not tendering their shares. TRC’s offer price is below the market value for shares of Motorola Solutions common stock (as of the day prior to the offer) and is subject to numerous conditions, including TRC’s ability to obtain financing, there being an absence of a specified decline in the market price of the Motorola Solutions common stock since May 15, 2020, and there being no material worsening of the COVID-19 pandemic since May 15, 2020. If stockholders have already tendered shares, Motorola Solutions recommends that they withdraw their shares by providing the written notice described in the TRC mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. (Eastern Time) on June 17, 2020.
Motorola Solutions is not associated in any way with TRC, its mini-tender offer or its mini-tender offer documents. Motorola Solutions urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to TRC’s offer.
The U.S. Securities and Exchange Commission (the “SEC”) has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s cautionary advice to investors regarding these offers is on its website at: www.sec.gov/investor/pubs/minitend.htm.
TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under U.S. securities laws.
Motorola Solutions urges brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001, at: www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf.
Motorola Solutions requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of Motorola Solutions common stock.
About Motorola Solutions
Motorola Solutions is a global leader in mission-critical communications and analytics. Our technology platforms in mission-critical communications, command center software, video security & analytics, bolstered by managed & support services, make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new era in public safety and security. Learn more at www.motorolasolutions.com/.