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VANCOUVER, CANADA, March 8, 2018 /PRNewswire/ - Avigilon Corporation ("Avigilon") (TSX:AVO), provider of trusted security solutions, is pleased to announce that leading independent proxy advisors Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") have recommended that Avigilon's shareholders ("Shareholders") vote FOR the plan of arrangement (the "Arrangement") whereby Motorola Solutions, Inc. (NYSE:MSI) will acquire all of Avigilon's issued and outstanding common shares for cash consideration of CAD$27.00 per common share, as previously disclosed.
ISS and Glass Lewis are independent international corporate governance analysis and proxy advisory firms. Both guide institutional investors in making informed proxy voting decisions, based on careful review of disclosure materials.
In recommending that Shareholders vote FOR the Arrangement, ISS advised:
"Shareholder approval is warranted due to the adequate sale process supervised by the special committee of independent directors, and the all-cash offer premium to the unaffected market price that provides shareholders with immediate liquidity."
In recommending that Shareholders vote FOR the Arrangement, Glass Lewis advised:
"Overall, we find that the analyses presented by the advisors are generally reasonable and contain adequate disclosure. The proposed purchase price represents an 18.2% premium to the unaffected closing price of Avigilon shares on January 31, 2018, the last trading day prior to announcement, and a 22.7% premium to the average closing share price over the one-month period ended on that date. Further, it represents premiums of 29.6%, 41.4% and 57.9% to the average closing share price over the three-month, six-month and one-year periods ended on that date, respectively. Based on the foregoing factors and the support of the board, we believe the proposed transaction is reasonable and in the best interests of shareholders."
Avigilon's special meeting of Shareholders to approve the Arrangement will be held on Thursday, March 22, 2018 at 10:00 a.m. (Pacific time) at the Vancouver Club – Ballroom, 915 West Hastings Street, Vancouver, British Columbia.
VOTE YOUR SHARES TODAY. The Avigilon Board of Directors UNANIMOUSLY approves the Arrangement and recommends that Shareholders Vote FOR the Arrangement.
Shareholders are reminded to vote their proxy before 10:00 a.m. (Pacific time) on Tuesday, March 20, 2018
Shareholder Questions For more information and assistance in voting your proxy, please contact Laurel Hill Advisory Group at:
Laurel Hill Advisory Group North America toll-free: 1-877-452-7184 International: 416-304-0211 Email: [email protected]
About Avigilon Avigilon Corporation provides trusted security solutions to the global market. Avigilon designs, develops, and manufactures video analytics, network video management software and hardware, surveillance cameras, and access control solutions. To learn more about Avigilon, visit avigilon.com.
Media Enquiries: Amy Day Senior Manager, Global Communications T: (604) 629-5182 x2625 [email protected]
Forward-Looking Statements Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements normally contain words like 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing' and similar expressions, and within this news release include, without limitation, statements (express or implied) respecting the closing of the Motorola Solutions acquisition and expected actions to follow therefrom.
Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that Avigilon's management currently believes are relevant, reasonable, and appropriate in the circumstances, including, without limitation, assumptions that: the acquisition will complete under the terms, structure, and timeline currently contemplated; the special meeting will occur and on the timeline currently contemplated; the Avigilon shareholders will provide the requisite approval for the acquisition; all other requisite third party approvals (including, without limitation, from stock exchanges and courts) in connection with the acquisition will be obtained in a timely manner and on satisfactory terms; Motorola Solutions will have sufficient capital resources to complete the acquisition; the parties will be able to satisfy the other conditions to the closing of the acquisition and on the timeline(s) currently contemplated; Motorola Solutions' vision and strategy will remain aligned with those of Avigilon; no significant events will occur outside of Avigilon's normal course of business; and the continuation of the business and operations of Avigilon, and the integration thereof with Motorola Solutions, following completion of the transaction will occur as currently contemplated.
Although Avigilon's management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Avigilon's business and the transaction, as more particularly described in the "Risk Factors" section of Avigilon's Annual Information Form dated March 6, 2018 and the Management Information Circular dated February 21, 2018 for the special meeting, each of which is available under Avigilon's profile on SEDAR at www.sedar.com. Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to: the acquisition is not completed in a timely fashion or at all; the special meeting to approve the acquisition is delayed; the Avigilon shareholders do not approve the acquisition on the current terms or at all; any requisite third party approval is not obtained in a timely fashion (or at all) or on satisfactory terms; Motorola Solutions does not have or obtain sufficient capital resources to complete the transaction; the announcement of the transaction and the dedication of substantial resources of Avigilon to the completion of transaction has a negative impact on Avigilon's ongoing business operations and future financial condition and prospects; a third party makes a bid to acquire Avigilon prior to the completion of this acquisition; the respective strategies and vision of Avigilon and Motorola Solutions become incongruous leading to, for instance, delays in product development and availability; unforeseen challenges in integrating Avigilon's business and operations with Motorola Solutions; a loss of key Avigilon personnel, customers, and/or suppliers; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Although Avigilon has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Avigilon. Accordingly, readers should not place undue reliance on forward-looking statements.
Avigilon undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.
