Transaction to Enhance Motorola's 2-Way Radio Product Offering, Development
Expertise and Channels to Market
SCHAUMBURG, Ill. and TOKYO, Nov. 5 -- Motorola,
Inc. (NYSE: MOT) 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
"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
-- 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
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
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.
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 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/.