Market Overview

Zebra Technologies Commences Tender Offer for All Shares of Xplore Technologies


Technologies Corporation
(NASDAQ:ZBRA) is commencing today, through
its wholly owned subsidiary, Wolfdancer Acquisition Corp., a cash tender
offer to purchase all of the outstanding shares of common stock of
Xplore Technologies Corporation (NASDAQ:XPLR). Zebra announced on
Thursday, July 5 that it had entered into a merger agreement with Xplore.

Upon successful completion of the tender offer, shareholders of Xplore
will receive $6.00 in cash for each share of Xplore common stock validly
tendered and not properly withdrawn, without interest and less any
required withholding taxes.

The board of directors of Xplore has unanimously approved and declared
advisable the offer and the other transactions contemplated by the
merger agreement, and has recommended that Xplore's stockholders accept
the offer and tender their shares in the offer.

The tender offer is scheduled to expire at 12:00 midnight, Eastern time,
at the end of the day on Monday, August 13, 2018, unless the tender
offer is extended.

The consummation of the tender offer is conditioned upon the tender of a
majority of the outstanding shares of Xplore's common stock on a fully
diluted basis (including all shares underlying Xplore's outstanding
restricted stock units and stock options), as well as certain other
conditions that are specified in the offer documents. Following
completion of the tender offer, Zebra expects to consummate the merger
pursuant to Section 251(h) of the Delaware General Corporate Law,
pursuant to which remaining Xplore stockholders will receive the same
cash price per share as paid in the tender offer. There is no financing
condition to the tender offer. Following the merger, Xplore will become
a wholly owned subsidiary of Zebra.

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:

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 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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