[CQ-Contest] Full Text of Motorola Announcement

[Gerry Hull]

In the full text on PR-Newswire, you get more of the details.
They still want Yaesu to sell amateur products.

 From PRNewswire:
>
> SCHAUMBURG, Ill. and TOKYO, Nov. 5 /PRNewswire-FirstCall/ -- Motorola,
> Inc. announced today that its subsidiary, MI, Inc., will launch a
> tender offer to acquire a controlling interest in Vertex Standard Co.,
> Ltd. (JASDAQ: 6821), a global provider of 2-way radio communication
> solutions. Upon successful completion of the tender offer and
> subsequent restructuring process, Motorola will own 80% of Vertex
> Standard and Tokogiken, a privately held Japanese company, controlled
> by Jun Hasegawa, current president and CEO of Vertex Standard, will
> retain 20%, forming a joint venture. On 5 November 2007, the Board of
> Directors of Vertex Standard expressed their support of the tender
> offer.
>
> "As a leading provider and pioneer in 2-way radio communication
> solutions, Motorola is an excellent strategic partner for our
> business," said Jun Hasegawa, president and CEO of Vertex Standard.
> "The joint venture will give Vertex Standard access to Motorola's
> global distribution channels, presenting considerable opportunities
> for Vertex Standard to drive growth. We also expect to reduce costs,
> as we will benefit from Motorola's global scale and resources. With
> Motorola, Vertex Standard will be stronger and better positioned to
> deliver new and innovative 2-way radio solutions for professionals and
> consumers around the world."
>
> "This joint venture will enable Motorola and Vertex Standard to
> deliver an enhanced combined product offering to new regions and
> customers worldwide," said Mark Moon, senior vice president of
> Motorola's Government and Commercial Markets. "We are extremely
> pleased to announce this transaction, which will improve our ability
> to address the growing needs of our 2-way radio customers worldwide.
> We look forward to the continued leadership of Jun Hasegawa and making
> this new joint venture a success."
>
> The tender offer price is 2,214 yen (approximately US $19.38) per
> share of common stock. This price represents:
>
> -- A premium of 38.4% over 1600 yen, the closing price of Vertex
> Standard's shares on the JASDAQ Securities Exchange, Inc. on 2
> November 2007 -- A premium of 40.8% over 1573 yen, the average closing
> price of Vertex Standard's shares on the JASDAQ Securities Exchange,
> Inc. over the last three months to 2 November 2007
>
> The total purchase price for 80% of the outstanding shares on a fully
> diluted basis will be approximately 12.3 billion yen (approximately US
> $108 million).
>
> Vertex Standard is a leader within the Land Mobile Radio segment,
> where the company continues to demonstrate particular brand strength
> in high value, entry level solutions. The joint venture will develop
> and sell Vertex Standard branded products and develop select Motorola
> branded products. The Motorola brand will continue to focus on higher
> featured, higher tier products and continue to utilize existing
> Motorola distribution channels.
>
> The joint venture will expand and develop a comprehensive suite of
> products to address the rapidly growing demand for 2-way radio
> solutions. Vertex Standard's strength in the Amateur, Marine and
> Airband (Avionics) segments will also provide Motorola with access to
> new business opportunities. In addition, Vertex Standard's solutions
> are highly complementary with Motorola's products and will add greater
> depth and breadth to Motorola's Government and Public Safety business.
> The venture will also provide additional engineering talent for
> Motorola.
>
> Additional Transaction Details
>
> Upon successful completion of the tender offer and subsequent planned
> restructuring, Vertex Standard will be de-listed from the JASDAQ. The
> joint venture company will continue to be called "Vertex Standard Co.,
> Ltd" and will become a subsidiary of Motorola, with headquarters in
> Tokyo.
>
> The shareholders of Vertex Standard who do not tender their shares in
> the tender offer will receive cash consideration for the shares which
> they hold as a result of the restructuring following successful
> completion of the tender offer.
>
> The tender offer, which is subject to regulatory and other customary
> conditions, is expected to close in early January 2008. In addition,
> Motorola must complete the tender offer within 60 working days of its
> commencement, as required by Japanese law.
>
> About Motorola
>
> Motorola is known around the world for innovation and leadership in
> wireless and broadband communications. Inspired by our vision of
> seamless mobility, the people of Motorola are committed to helping you
> connect simply and seamlessly to the people, information and
> entertainment that you want and need. We do this by designing and
> delivering "must have" products, "must do" experiences and powerful
> networks -- along with a full complement of support services. A
> Fortune 100 company with global presence and impact, Motorola had
> sales of US $42.8 billion in 2006. For more information about our
> company, our people and our innovations, please visit
> http://www.motorola.com/.
>
> About Vertex Standard
>
> Vertex Standard Co. Ltd is a company primarily engaged in radio
> communication products for land, marine, airband, and amateur Since
> the company was incorporated in 1956, Vertex Standard has become a
> global two-way radio manufacturer with advanced technologies. With
> customer satisfaction as its number one priority, the company has
> supplied products that meet the changing demands of the 2-way radio
> communications market. Sales for the fiscal year-ending March 2007
> were approximately 21,983,000,000 yen. Details for Vertex Standard are
> available at http://www.vxstd.com/jp/.
>
> Forward-Looking Statements
>
> Certain statements contained in this press release, including the
> expected timetable for completing the proposed tender offer, future
> financial and operating results, benefits and synergies of the
> transaction and any other statements regarding Motorola's or Vertex
> Standard's future expectations, beliefs, goals or prospects, and any
> statements that are not statements of historical facts might be
> considered forward-looking statements. While these forward-looking
> statements represent managements' current judgment of future events,
> they are subject to risks and uncertainties that could cause actual
> results to differ materially from those stated in the forward-looking
> statements. Important factors that could cause actual results or
> events to differ materially from those indicated by such
> forward-looking statements, include: (i) Motorola's ability to
> consummate the tender offer; (ii) the conditions to the completion of
> the transaction may not be satisfied, or the regulatory approvals
> required for the transaction may not be obtained on the terms expected
> or on the anticipated schedule; (iii) the possibility that the parties
> may be unable to achieve expected synergies and operating efficiencies
> within the expected time-frames or at all; (iv) revenues following the
> transaction may be lower than expected; (v) operating costs, customer
> loss and business disruption (including, without limitation,
> difficulties in maintaining relationships with employees, customers,
> clients or suppliers) may be greater than expected following the
> transaction; (vi) the retention of certain key employees at Vertex
> Standard; and (vii) the other factors described in Motorola's Annual
> Report on Form 10-K for the year ended December 31, 2006 and its most
> recent quarterly report filed with the SEC. Motorola assumes no
> obligation to update or revise any forward-looking statement in this
> press release, and such forward-looking statements speak only as of
> the date hereof.
>
> This press release is a public news statement for announcing the
> tender offer and is not for soliciting to sell the share certificates
> or stock acquisition rights of the target company. When you plan to
> apply for the tender offer to sell the share certificates or stock
> acquisition rights, you would apply for the tender offer at your
> judgment after reading the TOB explanatory statement prepared by the
> tender Offer. This press release shall not correspond to nor partially
> constitute an offer or a solicitation to sell securities and a
> solicitation of the offer to purchase securities. This press release
> shall not constitute the agreement regarding the tender offer, nor be
> relied in signing of the agreement. In some countries or regions,
> announcement, publishing and distribution of this press release would
> be restricted. In this case, please take note of the restriction and
> comply with the rule. In the countries where the tender offer is
> regarded illegal, if this press release is received by someone, it
> shall not constitute solicitation of the offer to purchase or sell
> securities concerning the tender offer and it shall be regarded as
> strictly distribution of the information.
>
> Motorola
> CONTACT: media, Jennifer Erickson of Motorola, Inc., +1-847-435-5320,
> jennifer.erickson at motorola.com, or Mary Lamb of Motorola Asia Pacific,
> + 852 2966 3717, mary.lamb at motorola.com, or investors, Dean Lindroth of
> Motorola, Inc., +1-847-576-6899, dean.lindorth at motorola.com
>
> Web site: http://www.motorola.com/
>


-- 
Gerry, W1VE/VE1RM
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