19 June 2012
Motorola Solutions, Inc. ("Motorola Solutions")
Disclosure under Rule 2.11 of the Takeover Code
Further to the announcement on 15 June 2012 by Motorola Solutions in connection with its recommended cash offer for Psion (LSE: PON.L - news) plc ("Psion") pursuant to Rule 2.7 of the Takeover Code (the "Offer Announcement"), on 19 June 2012 Motorola Solutions received an additional irrevocable undertaking to accept the Offer from Investec Asset Management ("Investec (Frankfurt: A0J32R - news) ") in respect of its beneficial holdings in Psion, amounting to 8,660,830 Psion Shares and representing approximately 6.15 per cent. of the existing issued share capital of Psion.
Accordingly, Motorola Solutions has now acquired 14,077,244 Psion Shares and procured irrevocable undertakings in respect of 32,581,226 Psion Shares to accept or procure acceptances of the Offer (including those from the Psion Directors), amounting to in aggregate 46,658,470 Psion Shares and representing in aggregate approximately 33.1 per cent. of the existing issued share capital of Psion.
The irrevocable undertaking from Investec will lapse and cease to have effect:
(a) if a third party announces a firm intention to make a competing offer for Psion on terms which represent an improvement of at least 10 per cent. on the value of the consideration under the Offer (a "Third Party Offer") unless Motorola Solutions has announced an improvement to the terms of the Offer within five business days such that the price of the improved Offer is equal to or greater than the Third Party Offer;
(b) if the Offer Document is not sent to Psion Shareholders within 28 days (or such longer period as the Panel may agree, being not more than 3 calendar months of the date of the Offer Announcement);
(c) if the Offer lapses or is withdrawn;
(d) on the expiry of 14 days from the date on which the Offer becomes unconditional or such longer period, up to a maximum of 2 months, specified in the Offer Document, over which the Offer remains open for acceptance;
(e) if Investec is required to withdraw its undertaking by any court or competent regulator; or
(f) if there is a material change in the information relating to the Offer upon which Investec's decision to provide the undertaking is based and Investec deems it so necessary to revoke its undertaking as a result thereof.
Defined terms used in this announcement have the meaning given to them in the Offer Announcement unless otherwise defined herein.
Nicholas Sweers (Public Relations)
Simon Craddock (Public Relations)
Shep Dunlap (Investor Relations)
Tel: +1 847 450 4957
Tel: +44 (0)7738 928 092
Tel: +1 847 400 6291
Goldman Sachs International (financial adviser to Motorola Solutions)
Tel: +44 (0) 20 7774 1000
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Motorola Solutions and no one else in connection with the Offer and will not be responsible to anyone other than Motorola Solutions for providing the protections afforded to clients of Goldman Sachs International nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement.
Publication on Website
This announcement and the related irrevocable undertaking will be available on Motorola Solutions' website at www.motorolasolutions.com/disclosureand on Psion's website at http://investorrelations.psion.comby no later than 12 noon (London time) on 20 June 2012.