Market Overview

Zebra Technologies Completes Acquisition of Xplore Technologies


Technologies Corporation
(NASDAQ:ZBRA), an innovator at the edge of
the enterprise with solutions and partners that enable businesses to
gain a performance edge, today announced that it has completed its acquisition
of Xplore Technologies Corporation, a leading developer of semi-, fully-
and ultra-rugged tablets, 2-in-1 laptops, and a range of performance
matched accessories. 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.

The tender offer for all outstanding shares of common stock of Xplore at
a price of $6.00 per share, net to the seller in cash, without interest
and less any required tax withholding (the "Offer"), expired as
scheduled at 12:00 midnight eastern time at the end of the day on
Monday, August 13, 2018. American Stock Transfer & Trust Company, the
depositary for the Offer, has advised Zebra that 9,923,943 shares of
Xplore common stock were validly tendered and not properly withdrawn in
the Offer, representing approximately 73.1 percent 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). All conditions to the Offer have been satisfied and on August
14, 2018, Zebra and its wholly owned subsidiary, Wolfdancer Acquisition
Corp. ("Purchaser") accepted for payment and will promptly pay for all
shares validly tendered and not properly withdrawn in the Offer.

Following completion of the Offer, Zebra completed the acquisition of
Xplore through the merger of Purchaser with and into Xplore, without a
vote of Xplore's stockholders pursuant to Section 251(h) of the Delaware
General Corporation Law, with Xplore surviving the merger as a wholly
owned subsidiary of Zebra. In connection with the merger, each share of
common stock outstanding immediately prior to the effective time of the
merger (other than (1) shares owned by Xplore as treasury stock
immediately prior to the effective time of the merger, (2) shares owned
by Zebra or Purchaser at the commencement of the Offer and owned by
Zebra or Purchaser immediately prior to the effective time of the merger
or (3) shares held by any stockholder who has properly demanded and not
otherwise lost appraisal rights under Delaware law) has been converted
into the right to receive the same $6.00 per share in cash, without
interest and less applicable tax withholding, as will be paid for all
shares that were validly tendered and not properly withdrawn in the
Offer. Xplore's common stock will be delisted from the Nasdaq Capital

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. 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 and trade 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

Zebra (NASDAQ:ZBRA) empowers the front line of business in
retail/ecommerce, manufacturing, transportation and logistics,
healthcare and other industries to achieve a performance edge. With more
than 10,000 partners across 100 countries, we deliver industry-tailored,
end-to-end solutions that intelligently connect people, assets and data
to help our customers make business-critical decisions. Our
market-leading solutions elevate the shopping experience, track and
manage inventory as well as improve supply chain efficiency and patient
care. Ranked on Forbes' list of America's Best Employers for the last
three years, Zebra helps our customers capture their edge. For more
information, visit
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