Motorola Asks Stockholders to Reject TRC Mini-Tender Offer
Tuesday, May 26, 2020 | Comments

Motorola Solutions was notified of an unsolicited mini-tender offer by TRC Capital to purchase up to 1 million shares of Motorola Solutions common stock from the stockholders of Motorola Solutions, representing about 0.59% of the outstanding shares of Motorola Solutions common stock.

TRC stated in the mini-tender offer that its offer price of $122.95 per share is about 4.74% lower than the $129.07 closing price per share of Motorola Solutions common stock on the New York Stock Exchange May 15, the last trading day before the commencement of the offer.

Motorola Solutions said it does not endorse TRC’s mini-tender offer and recommends that stockholders reject this unsolicited offer by not tendering their shares. TRC’s offer price is below the market value for shares of Motorola Solutions common stock as of the day prior to the offer and is subject to numerous conditions, including TRC’s ability to obtain financing, there being an absence of a specified decline in the market price of the Motorola Solutions common stock since May 15, and there being no material worsening of the COVID-19 pandemic since May 15.

If stockholders have already tendered shares, Motorola Solutions recommends that they withdraw their shares by providing the written notice described in the TRC mini-tender offer documents prior to the expiration of the offer, scheduled for June 17.

Motorola Solutions said it is not associated in any way with TRC, its mini-tender offer or its mini-tender offer documents. Motorola Solutions urged investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to TRC’s offer.

The U.S. Securities and Exchange Commission (SEC) cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under U.S. securities laws, a statement said.

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