Motorola Solutions Announces Preliminary Results of Tender Offer

Motorola Solutions MSI announced today the preliminary results of its modified "Dutch Auction" tender offer, which expired at midnight, Eastern Daylight time, at the end of the day on Thursday, Sept. 3, 2015. Based on the preliminary count by the depositary for the tender offer, a total of approximately 21.6 million shares of the company's common stock were properly tendered and not withdrawn at or below a price of $66.50 per share. Additionally, approximately 11.4 million shares were tendered through notice of guaranteed delivery at or below the price of $66.50. In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, Motorola Solutions expects to accept for payment an aggregate of approximately 30.1 million shares of its common stock at a purchase price of $66.50 per share, for an aggregate cost of approximately $2.0 billion, excluding fees and expenses relating to the tender offer. As such, Motorola Solutions has determined that the preliminary proration factor for the tender offer is approximately 94 percent. These shares represent approximately 14.5 percent of the shares that were outstanding as of Aug. 7, 2015. The tender offer was made pursuant to Motorola Solutions' Offer to Purchase dated Aug. 7, 2015, and the related Letter of Transmittal, in which the company offered to purchase up to $2.0 billion of shares of its common stock at a price per share not less than $61.00 and not greater than $66.50, which documents were filed with the Securities and Exchange Commission on Aug. 7, 2015. The number of shares expected to be purchased in the tender offer and the purchase price per share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the three trading day settlement period. The final number of shares to be purchased in the tender offer and the final purchase price per share will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. Payment for shares will be made in cash, without interest. Motorola Solutions may purchase additional shares in the future in the open market subject to market conditions and private transactions, tender offers or otherwise. Under applicable securities laws, however, Motorola Solutions may not repurchase any shares until Sept. 21, 2015. Whether Motorola Solutions makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors Motorola Solutions considers relevant. Goldman, Sachs & Co. and J.P. Morgan are the dealer managers for the tender offer and Alliance Advisors LLC is the information agent. The depositary is Wells Fargo Bank, N.A. Wachtell, Lipton, Rosen & Katz is Motorola Solutions' legal counsel for the tender offer. Any questions regarding the tender offer may be directed to the information agent toll-free at 855-737-3810.