Motorola Solutions Rule 2.11 Announcement

  Motorola Solutions - Rule 2.11 Announcement

RNS Number : 7215F
Motorola Solutions, Inc.
19 June 2012
 

19 June 2012

               Motorola Solutions, Inc. ("Motorola Solutions")

               Disclosure under Rule 2.11 of the Takeover Code

Further to  the  announcement  on  15  June  2012  by  Motorola  Solutions  in 
connection with its recommended cash offer for Psion plc ("Psion") pursuant to
Rule 2.7 of  the Takeover  Code (the "Offer  Announcement"), on  19 June  2012 
Motorola Solutions received  an additional irrevocable  undertaking to  accept 
the Offer  from  Investec Asset  Management  ("Investec") in  respect  of  its 
beneficial  holdings  in  Psion,  amounting  to  8,660,830  Psion  Shares  and 
representing approximately 6.15 per cent. of the existing issued share capital
of Psion.

Accordingly, Motorola Solutions has now  acquired 14,077,244 Psion Shares  and 
procured irrevocable undertakings  in respect  of 32,581,226  Psion Shares  to 
accept or procure  acceptances of the  Offer (including those  from the  Psion 
Directors), amounting to in aggregate 46,658,470 Psion Shares and representing
in aggregate approximately 33.1 per cent. of the existing issued share capital
of Psion.

The irrevocable undertaking from Investec will lapse and cease to have effect:

(a)        if a  third party announces  a firm intention  to make a  competing 
offer for Psion on  terms which represent  an improvement of  at least 10  per 
cent. on  the value  of the  consideration  under the  Offer (a  "Third  Party 
Offer") unless Motorola Solutions has announced an improvement to the terms of
the Offer within five business days such that the price of the improved  Offer 
is equal to or greater than the Third Party Offer;

(b)        if the Offer Document is  not sent to Psion Shareholders within  28 
days (or such  longer period as  the Panel may  agree, being not  more than  3 
calendar months of the date of the Offer Announcement);

(c)        if the Offer lapses or is withdrawn;

(d)        on the expiry of 14 days  from the date on which the Offer  becomes 
unconditional or such longer period, up to a maximum of 2 months, specified in
the Offer Document, over which the Offer remains open for acceptance;

(e)        if Investec is required to withdraw its undertaking by any court or
competent regulator; or

(f)         if there is a material  change in the information relating to  the 
Offer upon which Investec's decision to  provide the undertaking is based  and 
Investec deems it so necessary to revoke its undertaking as a result thereof.

Defined terms used in this announcement have the meaning given to them in  the 
Offer Announcement unless otherwise defined herein.

 

Enquiries:

Motorola Solutions                                    

Nicholas Sweers (Public Relations)                   Tel: +1 847 450 4957

Simon Craddock (Public Relations)                    Tel: +44 (0)7738 928 092

Shep Dunlap (Investor Relations)                     Tel: +1 847 400 6291
Goldman Sachs International (financial adviser to    Tel: +44 (0) 20 7774 1000
Motorola Solutions)

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.

 

Publication on Website

This announcement and the related irrevocable undertaking will be available on
Motorola  Solutions'  website  at  www.motorolasolutions.com/disclosureand  on 
Psion's website at http://investorrelations.psion.comby no later than 12  noon 
(London time) on 20 June 2012.

 

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
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MSCFLMATMBABBMT -0- Jun/19/2012 15:56 GMT