Motorola Announces Special Meeting of Stockholders to Approve Reverse Stock Split
SCHAUMBURG, Ill., Sept. 24 /PRNewswire-FirstCall/ -- Motorola, Inc. (NYSE: MOT) today announced that it will hold a special meeting of stockholders on Nov. 29, 2010, to seek approval for a reverse stock split of Motorola's common stock. The reverse stock split proposal includes a ratio ranging between at least 1-for-every-3 up to 1-for-every-7 shares, to be determined by Motorola's Board of Directors, and includes a corresponding decrease in the total number of shares of common stock that Motorola is authorized to issue.
If approved by stockholders, the reverse split is expected to be implemented on Motorola Solutions common stock in the first quarter 2011, immediately following Motorola's previously announced separation into two, independent public companies.
Motorola stockholders of record at the close of business on Friday, Oct. 8, 2010, will be entitled to vote at the special meeting.
The proposal to authorize a reverse stock split is based on Motorola's expectation that following the separation of Motorola Mobility* from Motorola, and the subsequent renaming of Motorola to Motorola Solutions, the market price and trading ranges for Motorola Solutions common stock will no longer reflect the value of the spun-off entity.
Motorola's Board of Directors believes that implementing a reverse stock split on Motorola Solutions outstanding shares is likely to improve the marketability and liquidity of Motorola Solutions common stock.
The results of the stockholder vote will not affect the Board's decision to proceed with the separation transaction. The Board reserves its right to elect not to proceed with the reverse stock split if it determines that implementing a reverse split is no longer in the best interests of Motorola Solutions and its stockholders.
The reverse stock split would not affect any stockholder's percentage ownership interests or proportionate voting power, except to the extent that it results in a stockholder receiving cash in lieu of a fractional share. Stockholders otherwise entitled to fractional shares will receive cash payments in lieu of such fractional shares. These cash payments will reduce the number of stockholders after the reverse split to the extent there are presently those who would otherwise receive less than one share of Motorola common stock after the reverse split.
Important Information about the Reverse Split Proposal
This communication may be deemed to be solicitation material in connection with the proposal to be submitted to Motorola's stockholders at its special meeting seeking approval to effect a reverse split after the separation of Motorola Mobility on Motorola Solutions common stock and a corresponding decrease to the total number of shares of common stock that Motorola Solutions is authorized to issue (the "Reverse Split Proposal"). In connection with the Reverse Split Proposal, Motorola has filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the "SEC"). Stockholders of Motorola are urged to read the preliminary proxy statement and all other relevant documents filed with the SEC when they become available, including Motorola's definitive proxy statement, because they will contain important information about the Reverse Split Proposal and Motorola. A definitive proxy statement will be sent to holders of Motorola stock as of the record date in connection with seeking their authorization of the Reverse Split Proposal.
Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC's website, www.sec.gov. In addition, Motorola stockholders may obtain free copies of the documents filed with the SEC when available from Motorola at Motorola's website, www.motorola.com. You also may read and copy any reports, statements and other information filed by Motorola with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Motorola and its Board of Directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Motorola common stock in respect of the Reverse Split Proposal. Information about the directors and executive officers of Motorola is set forth in Motorola's Annual Report on Form 10-K, which was filed with the SEC on Feb. 16, 2010. Investors may obtain additional information regarding the interest of Motorola and its directors and executive officers in the Reverse Split Proposal by reading the preliminary proxy statement and, when it becomes available, the definitive proxy statement relating to the special meeting.
*Motorola Mobility references Motorola SpinCo Holdings Corporation, which is comprised of Motorola's Mobile Devices and Home businesses.
Motorola is known around the world for innovation in communications and is focused on advancing the way the world connects. From broadband communications infrastructure, enterprise mobility and public safety solutions to mobile and wireline digital communication devices that provide compelling experiences, Motorola is leading the next wave of innovations that enable people, enterprises and governments to be more connected and more mobile. Motorola (NYSE: MOT) had sales of US $22 billion in 2009. For more information, please visit www.motorola.com.
Precautionary Statements Regarding Forward-Looking Information
This press release contains "forward-looking statements" within the meaning of applicable federal securities laws. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as "believes", "expects", "intends", "anticipates", "estimates" and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. Many of these risks and uncertainties are based on factors that cannot be controlled by Motorola and include, but are not limited to (1) factors affecting the expected timeline for completing our separation into two public companies; (2) whether or not the proposal to effect the reverse stock split is approved by Motorola's stockholders; (3) the effect our separation and the reverse stock split may have on Motorola's stock price; and (4) changes in economic, competitive, strategic, technological, regulatory or other factors that effect the operation of Motorola's businesses. A detailed description of other risks and uncertainties affecting Motorola, is contained in Item 1A of Motorola's 2009 Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission (SEC). These filings are available for free on the SEC's website at www.sec.gov and on Motorola's website at www.motorola.com. Motorola undertakes no obligation to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.
SOURCE Motorola, Inc.