Market Overview

Zebra Technologies to Acquire Xplore Technologies


Acquisition strengthens Zebra's position in the rugged mobility
market and advances our Enterprise Asset Intelligence vision

Technologies Corporation
(NASDAQ:ZBRA) and Xplore Technologies
Corporation (NASDAQ:XPLR) today announced that their boards of
directors have approved a definitive agreement in which Zebra will
acquire all outstanding common stock of Xplore for $6.00 per share in
cash. Under the terms of the agreement, Zebra plans to effect the
acquisition via a tender offer.

Over its 22-year history, Xplore has established a leading position as
an innovative developer of semi-, fully- and ultra-rugged tablets,
2-in-1 laptops, and a range of performance matched accessories. Xplore's
highly differentiated products are designed to withstand demanding
conditions across diverse end markets. These products serve existing
vertical markets for Zebra such as retail, manufacturing, transportation
& logistics and healthcare, and provide an inroad into new markets
including oil & gas, utility, government and public safety. Xplore
generated revenue of $87 million in the 12-month period ended March 31,

"In today's on-demand economy, investments to digitize operations are
central to our customers' strategies. The acquisition of Xplore enhances
our product lineup and gives Zebra a complete rugged tablet portfolio
that enables our customers to gain a performance edge," said Anders
Gustafsson, chief executive officer of Zebra Technologies. "We'd
previously outlined potential areas of expansion that are a natural fit
for Zebra and its Enterprise Asset Intelligence vision, and this
acquisition is aligned with that strategy. The addition of Xplore
provides access to a great team and great products in an attractive
market and should enable us to grow the category double digits going

Xplore's offerings complement Zebra's industry-leading enterprise mobile
computing, data capture, and printing portfolios, which will now serve a
wider range of enterprise customers and accelerate growth. Zebra's
scale, vertical market expertise, and go-to-market footprint will create
substantial synergies. Zebra expects this transaction to be neutral to
its non-GAAP earnings for 2018, and accretive beyond this year.

"We are excited to join Zebra, the worldwide leader in enterprise
mobility and visibility. This acquisition validates the incredible work
our team does every day to develop innovative solutions and serve our
customers," said Tom Wilkinson, chief executive officer of Xplore
Technologies. "Our products are a natural fit for Zebra, creating a
comprehensive rugged mobility portfolio that stands against any

Terms of the Transaction

Zebra is effecting the acquisition through a public tender offer for
100% of the shares of Xplore. In connection with the execution of the
merger agreement, certain Xplore shareholders have entered into tender
support agreements with Zebra pursuant to which they have agreed to
tender their shares to Zebra's offer. The aggregate consideration of the
transaction, including assumed indebtedness, is expected to be less than
or equal to $90 million. Zebra expects to fund the transaction with a
combination of cash on hand along with fully committed financing
available under its credit facility. The transaction is subject to
customary closing conditions and is expected to close in the third
quarter of 2018.

PJT Partners is acting as financial advisor and Kirkland & Ellis LLP is
acting as legal advisor to Zebra. Sheppard Mullin is acting as legal
advisor and Duff & Phelps provided a fairness opinion to Xplore.

Additional Information and Where to Find It

The tender offer described in this press release (the "Offer") has not
yet commenced. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any shares of Xplore
common stock or any other securities of Zebra and Wolfdancer Acquisition
Corp., each of whom will file a tender offer statement on Schedule TO
("Schedule TO") with the SEC, and Xplore will file a
solicitation/recommendation statement on Schedule 14D-9 ("Schedule
14D-9"), each with respect to the planned Offer described in this press
release. Any offers to purchase or solicitations of offers to sell will
be made only pursuant to such statements. 
Investors and
security holders are urged to read, carefully and in their entirety,
both the Schedule TO and the Schedule 14D-9 regarding the Offer, each as
may be amended from time to time, and any other documents relating to
the Offer that are filed with the SEC, when they become available
because they will contain important information relevant to making any
decision regarding tendering shares. Such materials, when prepared and
ready for release, will be made available to Xplore's stockholders at no
expense to them. In addition, at such time such materials (and all other
offer documents filed with the SEC) will be available at no charge on
the SEC's website at and
also may be obtained by directing a request to Xplore Investor Relations
at 8601 RR 2222, Building II, Suite 100, Austin, TX 78730, Tel:

Xplore Technologies Safe Harbor Statement

This news release contains forward-looking statements that involve risks
and uncertainties, which may cause actual results to differ materially
from the statements made. When used in this document, the words "may",
"would", "could", "will", "intend", "plan", "anticipate", "believe",
"estimate", "expect" and similar expressions are intended to identify
forward-looking statements. Such statements reflect Xplore's current
views with respect to future events and are subject to such risks and
uncertainties. Many factors could cause actual results to differ
materially from the statements made including those factors detailed
from time to time in filings made by Xplore with securities regulatory
authorities. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated or expected.
Xplore does not intend and does not assume any obligation to update
these forward-looking statements.

Zebra Technologies Safe Harbor Statement

This press release contains forward-looking statements, as defined by
the Private Securities Litigation Reform Act of 1995, including, without
limitation, the statements regarding the company's outlook and the
ability to complete the acquisition of Xplore. Actual results may differ
from those expressed or implied in the company's forward-looking
statements. These statements represent estimates only as of the date
they were made. Zebra undertakes no obligation, other than as may be
required by law, to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
changed circumstances or any other reason after the date of this release.

These forward-looking statements are based on current expectations,
forecasts and assumptions and are subject to the risks and uncertainties
inherent in Zebra's industry, market conditions, general domestic and
international economic conditions, and other factors. These factors
include customer acceptance of Zebra's hardware and software products
and competitors' product offerings, and the potential effects of
technological changes. The continued uncertainty over future global
economic conditions, the availability of credit and capital markets
volatility may have adverse effects on Zebra, its suppliers and its
customers. In addition, a disruption in our ability to obtain products
from vendors as a result of supply chain constraints, natural disasters
or other circumstances could restrict sales and negatively affect
customer relationships. Profits and profitability will be affected by
Zebra's ability to control manufacturing and operating costs. Because of
its debt, interest rates and financial market conditions will also have
an impact on results. Foreign exchange rates will have an effect on
financial results because of the large percentage of our international
sales. The outcome of litigation in which Zebra may be involved is
another factor. The success of integrating acquisitions could also
affect profitability, reported results and the company's competitive
position in its industry. These and other factors could have an adverse
effect on Zebra's sales, gross profit margins and results of operations
and increase the volatility of our financial results. When used in this
release and documents referenced, the words "anticipate," "believe,"
"outlook," and "expect" and similar expressions, as they relate to the
company or its management, are intended to identify such forward-looking
statements, but are not the exclusive means of identifying these
statements. Descriptions of the risks, uncertainties and other factors
that could affect the company's future operations and results can be
found in Zebra's filings with the Securities and Exchange Commission,
including the company's most recent Form 10-K.

About Xplore Technologies

As a leading supplier and authority in rugged mobility, Xplore provides
the technology, solutions and specialized vertical expertise customers
need to maximize resources, minimize costs, and drive business
productivity through mobility. Not only does Xplore offer a broad
portfolio of genuinely rugged mobile computers – and a complete
accessory ecosystem – but the company's award-winning tablets, handhelds
and 2-in-1 laptops are among the fastest and longest lasting in their
class, built to withstand nearly any hazardous condition or
environmental extreme for years without fail. The enterprise-grade
power, security flexibility, and versatility of Xplore's rugged mobile
computers make it easy for industrial, enterprise, government, and field
service organizations to scale mobile workflows and boost mobile worker
efficiency while working in the office, vehicle, and field.

About Zebra

With the unparalleled operational visibility Zebra (NASDAQ:ZBRA)
provides, enterprises become as smart and connected as the world we live
in. Real-time information – gleaned from visionary solutions including
hardware, software and services – give organizations the competitive
edge they need to simplify operations, know more about their businesses
and customers and empower their mobile workers to succeed in today's
data-centric world. For more information, visit
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