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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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January 31, 2008 |
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Estimated average burden hours per
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14 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Symbol
Technologies, Inc.
(Name
of Registrant as Specified In Its Charter)
Motorola, Inc.
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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ý No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
Filed by Motorola, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Symbol Technologies, Inc.
Commission File No.: 1-9802
The following is a Q&A referred to by Motorola representatives in connection with Motorolas proposed acquisition of Symbol Technologies, Inc.
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What is being announced today? |
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Motorola and Symbol today announced that they have signed an agreement under which
Motorola has agreed to acquire Symbol. |
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One of the reasons why Motorola was so attracted to Symbol was the depth and breadth
of its product offerings. Motorolas brand recognition and Symbols expertise in
enterprise mobility will provide customers with the broadest and strongest portfolio of
product offerings available in the marketplace. Symbol and Motorola share the same vision
of a digital, mobile world for enterprises that matches the world people enjoy at home and
at play. The Internet everywhere, data at our fingertips regardless of device or
network, and so much more. |
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Our products and services are highly complementary and synergistic. |
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By combining our adjacent assets, expertise, customer bases, supplier base and
industry-leading products, we will together be a leading global player in enterprise
mobility. |
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This transaction enables us to deliver significant value to our stockholders, as well
as to our customers, partners and associates. |
2. |
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Why is Motorola acquiring Symbol? |
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Symbol has been at the forefront of innovation in enterprise solutions for over 30
years, offering customers mobility solutions to help them operate their enterprises more
efficiently. |
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Symbol and Motorola share the same vision of a digital, mobile world for enterprises
that matches the world people enjoy at home and at play. The Internet everywhere, data at
our fingertips regardless of device or network, and so much more. |
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With the acquisition of Symbol, Motorola expects to enhance its ability to provide
customers with an unrivaled portfolio of devices, networks and solutions. |
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By combining our adjacent assets, expertise, customer bases, supplier base and
industry-leading products, we will together be a leading global player in enterprise
mobility. |
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Symbol has a valuable patent portfolio and a strong solutions business with deep
domain knowledge and expertise in key verticals including retail, manufacturing, travel
and transportation, wholesale distribution and healthcare. |
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This transaction enables us to deliver significant value to our stockholders, as well
as to our customers, partners and associates. |
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Symbol expands Motorolas channel presence, both direct and indirect Symbol has
12,000+ channel partners. |
3. |
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What does Symbol produce? |
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Symbols product offerings include: |
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Rugged mobile and wearable computers |
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Automatic Identification and Data Capture (AIDC) solutions |
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Radio frequency identification (RFID) solutions |
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Enterprise wireless infrastructure (WLAN) |
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Mobility management platform |
4. |
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Why is this transaction in the best interest of Motorolas stockholders and Symbols
stockholders? |
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We believe this transaction delivers significant value for both companies customers
and stockholders. |
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Symbol and Motorola share the same vision of a digital, mobile world for enterprises
that matches the world people enjoy at home and at play. The Internet everywhere, data at
our fingertips regardless of device or network, and so much more. |
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Our products and services are highly complementary and synergistic. |
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By combining our adjacent assets, expertise, customer bases, supplier base and
industry-leading products, we will together be a leading global player in enterprise
mobility. |
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Symbols strong mobile enterprise product portfolio, channels and customer base,
backed by more than 12,000 channel partners and distributors and more than 900 patents,
will help establish Motorola as a leader in enterprise mobility. |
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Under the terms of the agreement, Motorola has agreed to acquire all of the
outstanding shares of Symbol common stock for $15 per share in cash representing an 18
percent premium to Fridays, September 15th closing price. |
5. |
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Into which of Motorolas businesses will Symbol be integrated? |
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Symbol will be the cornerstone of Motorolas Networks and Enterprise Business. |
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Symbols Holtsville, NY headquarters will be the core of Motorolas global enterprise
mobility business. |
6. |
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Tell me more about Motorolas Networks and Enterprise business, who leads it? Where is it
based? |
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Greg Brown serves as president of Motorolas Networks and Enterprise business, which
is headquartered in Arlington Heights, IL. |
7. |
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How will this transaction change the landscape for Symbol? |
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Until the transaction is completed, Symbol will be conducting business as usual, and
will continue to operate as an independent entity. |
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Once the closing occurs, Symbol will be the cornerstone of Motorolas Networks and
Enterprise Business. Symbols Holtsville, NY, headquarters will be the core of Motorolas
global enterprise mobility business. |
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This is a major positive step in Symbols evolution. What began as a small start-up
30 years ago will now be part of a Fortune 100 company. Becoming the home of a major
business unit of a Fortune 100 company will elevate Long Islands profile as a hi-tech
hub. |
8. |
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What do you anticipate customer reaction to be with regard to the acquisition? |
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We expect customers will be excited about the merger. |
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We expect current customers will realize benefits as the brand recognition and
broader reach of Motorola will expand Symbols product offerings and accelerate time to
market. |
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We intend to offer a broader portfolio of products to both Symbols and Motorolas
channel partners. |
9. |
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How comfortable is Motorola with Symbols matters with the Eastern District of New York and
the SEC? |
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Motorola would not have done this transaction if it were not comfortable with
Symbols regulatory state of affairs going forward. Symbol has made substantial progress
working with various regulators over the past few years as manifest by its compliance
processes, controls and culture. Motorola has satisfied itself sufficiently to move
forward with this transaction. |
10. |
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How do the cultures of the two companies compare? |
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Both companies share a culture of innovation and a commitment to excellence. |
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Symbol and Motorola also share the same vision of a digital, mobile world for
enterprise that matches the world people enjoy at home and at play. The Internet
everywhere, data at our fingertips regardless of device or network, and so much more. |
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We look forward to a quick and seamless integration. |
Transaction
11. |
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What are the terms of the transaction? |
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Under the terms of the agreement, Motorola has agreed to acquire all of the
outstanding shares of Symbol common stock for $15 per share in cash. |
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Upon completion of the transaction, Symbol will become a wholly owned subsidiary of
Motorola. |
12. |
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What is Motorolas strategic rationale for this acquisition? |
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What we have said in the past is that we are always evaluating opportunities to make
smart acquisitions that provide us with valuable IP, products and/or access to important
business opportunities. Symbol fits directly into this strategy. |
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With the acquisition of Symbol, Motorola expects to enhance its ability to provide
customers with an unrivaled portfolio of devices, networks and solutions. |
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Our products and services are highly complementary and synergistic. Symbol is a
leading enterprise mobility company. Its portfolio includes rugged mobile and wearable
computers, RFID (radio frequency identification) systems, enterprise wireless
infrastructure (WLAN), automatic identification and data capture (AIDC) systems and a
mobility management platform. |
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Symbol has a valuable patent portfolio and a strong solutions business with deep
domain knowledge and expertise in key verticals including retail, manufacturing, travel
and transportation, wholesale distribution and healthcare. |
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Symbols world-class product platform complements Motorolas vision of seamless
mobility and will be the core of Motorolas enterprise group. |
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By combining our adjacent assets, expertise, customer bases, supplier bases and
industry-leading products, we will together be a leading player in enterprise mobility.
We can also deliver significant value to both our customers and stockholders. |
13. |
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How will Motorola take advantage of Symbols existing customer bases, distribution channels,
and geographic strengths? |
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By combining our adjacent assets, expertise, customer bases, supplier bases and
industry-leading products, we can together enhance our position as a leading player in
enterprise mobility more quickly. |
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What we have said in the past is that we are always evaluating opportunities to make
smart acquisitions that provide us with valuable IP, products and/or access to important
business opportunities. Symbol fits directly into this strategy. |
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With the acquisition of Symbol, Motorola expects to enhance its ability to provide
customers with an unrivaled portfolio of devices, networks and solutions. |
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Our products and services are highly complementary and synergistic. Symbol is a
leading enterprise mobility company. Its portfolio includes rugged mobile and wearable
computers, RFID (radio frequency identification) systems, enterprise wireless
infrastructure (WLAN), automatic identification and data capture (AIDC) systems and a
mobility management platform. |
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Symbol has a valuable patent portfolio and a strong solutions business with deep
domain knowledge and expertise in key verticals including retail, manufacturing, travel
and transportation, wholesale distribution and healthcare. |
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Symbols world-class product platform complements Motorolas vision of seamless
mobility and will be the core of Motorolas enterprise group. |
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By combining our adjacent assets, expertise, customer bases, supplier base and
industry-leading products, we will together be a leading player in enterprise mobility.
We can also deliver significant value to both our customers and stockholders. |
14. |
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How will Motorola fund the transaction? |
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Funds will be provided from Motorolas cash on hand at closing. |
15. |
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How will the acquisition of Symbol impact Motorolas cash position? |
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We expect the all-cash structure will have a limited impact on the balance sheet. |
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Taking account of cash deployed to fund the acquisition of Symbol and related cash
costs, Motorola is confident that it will remain in a sufficient position of liquidity. On
a pro-forma basis if the acquisition had closed June 30, 2006, Motorola would have had a
gross cash balance of $10.5 billion, and net cash of $6.2 billion. |
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Given our cash generation capabilities, we have been
aggressive in buying back our shares while simultaneously reducing debt, paying dividends and investing in growth
opportunities. |
16. |
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Will the acquisition affect Motorolas ongoing share repurchase program? |
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Motorola recently completed its first three-year $4.0 billion share repurchase
program, ahead of schedule in only fourteen months, and is now undertaking an additional
three-year $4.5 billion share repurchase program. We do not expect the acquisition of
Symbol to have any impact on the pace of Motorolas share repurchase activity. |
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Given our cash generation capabilities, we have been
aggressive in buying back our shares while simultaneously reducing debt, paying dividends and investing in growth
opportunities. |
17. |
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How long have Motorola and Symbol been in discussions? How did discussions begin? Who
approached whom? |
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The relevant details on the background of this acquisition will be disclosed in
Symbols proxy statement to be filed shortly with the SEC. |
18. |
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Does Motorola intend to retain the current senior management team at Symbol and if so, what
incentives have been offered to retain the team? |
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Sal Iannuzzi will run Motorolas enterprise mobility business. There is also a
retention program in place for Symbols key management. Motorola is looking forward to
welcoming this management team into roles of senior responsibility within Motorolas
global enterprise mobility business. |
19. |
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When does Motorola expect to complete the acquisition? Are there any conditions to
completing this transaction? |
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We expect to complete this transaction in late 2006 or early 2007 subject to
customary regulatory approval and Symbol shareholder approval. |
20. |
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What happens to Symbols brand name? |
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The combined integration team is reviewing the marketing strategy to maximize the
value of our collective brands with our customers. |
21. |
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What will Symbol be called after the transaction is complete? |
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Symbol will become a wholly owned subsidiary of Motorola upon completion of the
merger. Branding will be evaluated as part of the integration process. |
22. |
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Who will lead Motorolas enterprise product portfolio? |
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Sal Iannuzzi will run Motorolas enterprise mobility business. |
Employee Specific
23. |
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Will the Symbol facilities remain open? Are there plans to relocate from current sites?
Will Symbols headquarters be maintained? |
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Symbols Holtsville, NY headquarters will be the core of Motorolas global enterprise
mobility business. |
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Additionally, Motorola intends to establish Symbols Holtsville, NY location as a
center of excellence for research and development of products and solutions for the
enterprise customer. |
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Joint integration teams will assess future needs for other sites which provide the
greatest potential to successfully serve the needs of our customers and associates
worldwide. |
24. |
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What arrangements have been made to ensure the retention of key talent at Symbol? |
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Motorola has entered into employment agreements with certain Symbol senior executives
and we look forward to welcoming this management team into roles of senior responsibility
within Motorolas global enterprise mobility business. |
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The relevant details on these arrangements will be disclosed in Symbols proxy
statement to be filed shortly with the SEC. |
25. |
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What are Motorolas vision and culture? |
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Symbol and Motorola share the same vision of a digital, a mobile world for
enterprises that matches the world people enjoy at home and at play. The Internet
everywhere, data at our fingertips regardless of device or network, and so much more. |
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Motorola vision is known as Seamless Mobility meaning that people have access to
the information, people and entertainment they want anytime, anywhere and from any
device. Motorola has a more than 77-year heritage of innovation. It operates on a
foundation of five values: customers, innovation, principles, performance and one
Motorola. |
26. |
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Will the Symbol team remain intact and will there be any layoffs as a result of this
transaction? Will severance packages be offered to Symbol associates impacted by the
acquisition? |
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This transaction is about growth, not cost cutting and we are confident that
employees of both companies will enjoy enhanced opportunities. |
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This transaction strengthens and accelerates Motorolas enterprise strategy. |
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The integration team will determine if and where there may be redundancies across the
combined organization. |
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The Symbol Severance Plan is one of the benefits which Motorola has agreed to keep in
place for 12 months after close. |
27. |
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How will this change my job? |
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The most important thing for all associates to remember is to stay focused during
this time and continue business as usual. Maintaining focus and discipline is the best way
for all associates to have a positive impact on a successful future with Motorola. |
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Over time, the integration team and the management of both companies will review
Symbols organization and job structures to align them with Motorolas common global
structure in order to further our commitment to one Motorola. Having said that,
Motorola is expecting to identify some best practices at Symbol which could prove to be a
better strategy for the combined company. |
28. |
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What can employees expect in the interim? |
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It is business as usual for employees of both Motorola and Symbol until the
transaction is completed. |
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Its important that we all remain focused on serving our customers and delivering
outstanding results. |
29. |
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Where can Symbol associates go to learn more about Motorola? |
30. |
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Where can Motorola employees go to learn more about Symbol? |
Customer/Partner
31. |
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What happens to Symbols product lines? |
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One of the reasons why Motorola was so attracted to Symbol was the depth and breadth
of its product offerings. Motorolas brand recognition and Symbols expertise in
enterprise mobility will provide customers with the broadest and strongest portfolio of
product offerings available in the marketplace. |
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Motorola does not have any plans to discontinue Symbol products. |
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Throughout the integration process, if redundancies in product or service offerings
are identified, plans will be developed on how best to integrate and consolidate such
offerings. |
32. |
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Can I immediately engage the other company in business opportunities with my present
customers? |
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No. While Motorola has announced an agreement to acquire Symbol, the companies will
continue to operate separately until the transaction is completed. |
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Until the transaction is completed, if Symbol customers ask about Motorola products
or Symbols ability to deliver them, you may refer them to the Motorola Web site
www.motorola.com, but you can not engage Motorola. |
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Similarly, until the acquisition is complete, if Motorola customers ask about Symbol
products or Motorolas ability to deliver them, you may refer them to the Symbol Web site
www.symbol.com, but you can not engage Symbol. |
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If there are accounts in which both companies are engaged, you should continue
business as usual until the transaction closes. |
33. |
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How do I engage the other company now for future business in my territory? |
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Additional tools, mechanisms and procedures to outline customer engagement will be
announced after the acquisition is officially completed. |
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Prior to completion of the acquisition, you can refer customers to either the
Motorola or Symbol Web site for additional product information. |
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Until close it is business as usual and you may not engage the other company. |
34. |
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How will Symbol products be handled in the future? |
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Following completion of the acquisition, Symbol products will become Motorola
products but branding will be evaluated as part of the integration process. The intent is
that they will be ordered and tracked using the mechanisms and tools used for all Motorola
products, after the integration process is complete. |
35. |
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Will any partner be able to sell both Motorola and Symbol products? |
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This will be evaluated as part of the integration process. |
Forward-Looking Statements
This Q&A includes expressions of our future expectations, goals, prospects or other information
that might be considered forward-looking statements. While these forward-looking statements
represent our current judgment of future events, they are subject to risks and uncertainties that
could cause actual results to differ materially from those stated in the forward-looking
statements. Important factors that may affect our forward-looking statements include those
described in the joint press release announcing the agreement between Motorola and Symbol, in
Motorolas SEC reports, including but not limited to its most recent Form 10-K for the year ended
December 31, 2005 and subsequently filed reports with the SEC. These filings are available for
free on the SECs website at www.sec.gov and on Motorolas website at www.motorola.com. Motorola
assumes no obligation to update or revise any forward-looking statement and such forward-looking
statements speak only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed acquisition and required stockholder approval, Symbol will file
with the SEC a preliminary proxy statement and a definitive proxy statement. The definitive proxy
statement will be mailed to the stockholders of Symbol. Symbols stockholders are urged to read the
proxy statement and other relevant materials when they become available because they will contain
important information about the acquisition and Symbol. Investors and security
holders may obtain free copies of these documents (when they are available) and other documents
filed with the SEC at the SECs web site at www.sec.gov. In addition, investors and
security holders may also obtain free copies of the documents filed by Symbol with the
SEC by going to Symbols Investor Relations page on its corporate web site at
www.symbol.com.
Symbol and its officers and directors may be deemed to be participants in the
solicitation of proxies from Symbols stockholders with respect to the proposed
acquisition. Information about Symbols executive officers and directors and their
ownership of Symbol common stock is set forth in the proxy statement for Symbols 2006 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2006.
Investors and security holders may obtain more detailed information regarding the direct and
indirect interests of Symbol and its respective executive officers and directors in
the acquisition by reading the preliminary and definitive proxy statements regarding the
acquisition, which will be filed with the SEC.
In addition, Motorola and its officers and directors may be deemed to have participated in the
solicitation of proxies from Symbols stockholders in favor of the approval of the
proposed acquisition. Information concerning Motorolas directors and executive officers is set
forth in Motorolas proxy statement for its 2006 Annual Meeting of Stockholders, which was filed
with the SEC on March 10, 2006. This document is available free of charge at the SECs web site at
www.sec.gov or by going to Motorolas Investor Relations page on its corporate web site at
www.motorola.com.