Motorola Solutions, Inc. (NYSE:MSI) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
On March28, 2018, Motorola Solutions, Inc. (the “Company”), through its wholly-owned subsidiary Motorola Solutions Canada Holdings Inc., a corporation incorporated under the federal laws of Canada (the “Buyer”), completed its previously announced acquisition (the “Acquisition”) of the entire issued share capital (the “Shares”) of Avigilon Corporation, a corporation incorporated under the federal laws of Canada (“Avigilon”), from its shareholders to an Arrangement Agreement, dated February1, 2018, between the Company, Buyer and Avigilon (the “Arrangement Agreement”). The completion of the Acquisition was approved by Avigilon’s shareholders and by the Supreme Court of British Columbia. As a result of the Acquisition, Avigilon became a wholly-owned subsidiary of the Buyer and ceased to be a public company in Canada.
The Company paid CAD$27.00 per share for the Shares. The enterprise value of the Acquisition was approximately US$1.0billion including Avigilon’s net debt. The Acquisition was funded by cash on hand, borrowings under a three year term loan of $400million and drawing on the Company’s existing revolving credit facility.
The foregoing description of the Arrangement Agreement is qualified in its entirety by reference to the Arrangement Agreement, which is filed as Exhibit 2.1 to this Form 8-K, and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On March28, 2018, the Company issued a press release announcing the completion of the acquisition described in Item 2.01 above, a copy of which is attached as Exhibit 99.1.
Item 2.01. Financial Statements and Exhibits
(d) Exhibits
| ExhibitNo. | Description |
| 2.1 | Arrangement Agreement, dated February1, 2018, between Motorola Solutions, Inc., Motorola Solutions Canada Holdings Inc. and Avigilon Corporation. |
| 99.1 | Press Release by Motorola Solutions, Inc. dated March28, 2018. |
EXHIBIT INDEX
Motorola Solutions, Inc. ExhibitEX-2.1 2 d528027dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION COPY MOTOROLA SOLUTIONS,…To view the full exhibit click here
About Motorola Solutions, Inc. (NYSE:MSI)
Motorola Solutions, Inc. is a provider of communication infrastructure, devices, accessories, software and services. The Company operates through two segments: Products and Services. Its Products segment offers a portfolio of infrastructure, devices, accessories and software. The Products segment has two product lines, including Devices and Systems. Its Devices includes two-way portable radios and vehicle-mounted radios; accessories, such as speaker microphones, batteries, earpieces, headsets, carry cases and cables, and software features and upgrades. Its Systems includes the radio network core and central processing software; base stations; consoles; repeaters, and software applications and features. Its Services segment provides a range of service offerings for government, public safety and commercial communication networks. The Services segment product lines include Integration services, Managed & Support services, and Integrated Digital Enhanced Network (iDEN) services.
