Motorola Solutions Announces Final Results of $2 Billion Dutch Auction Tender Offer

Motorola Solutions

announced today the final 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 final count by the depositary for the tender offer, Motorola Solutions accepted for payment an aggregate of 30,075,146 shares at a purchase price of $66.50 per share. Because the number of shares tendered at or below the $66.50 purchase price (or by shareholders electing to tender at the ultimate purchase price determined under the tender offer terms) exceeded the amount that Motorola Solutions offered to purchase, the resulting proration factor, after giving effect to the priority for "odd lots," was approximately 95 percent. The depositary will promptly pay for all the shares accepted for purchase and will return all other shares tendered. 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 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. 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 855-737-3180.