27 July 2000
...Will Create A Global Leader In Wireless Handheld Computing
Across Many Industries...
Symbol Technologies, Inc. (NYSE: SBL -news) and Telxon
Corporation (NASDAQ: TLXN - news) today announced that
Symbol will acquire Telxon in a stock-for-stock merger that
will create a global leader in wireless handheld computing
systems across many industries and vertical applications.
Under the terms of a definitive merger agreement unanimously
approved by both Boards of Directors, Telxon shareholders
will receive 0.50 of a Symbol share for each Telxon share.
The transaction has a total equity value of approximately
$465 million based on Symbol's closing share price yesterday
of $49.88. Telxon also has $107 million in convertible debt.
The acquisition is expected to be accounted for as a
purchase and to be tax-free to Telxon shareholders.
The acquisition is expected to result in substantial initial
operating efficiencies of at least $75 million annually from
eliminating duplicate functions, rationalising manufacturing
facilities and sales offices and realising purchasing,
sales, manufacturing and other efficiencies. All aspects of
Telxon's business will be fully integrated into Symbol.
Before one-time transaction costs, the acquisition is
expected to be approximately neutral to Symbol's earnings
per share in 2001 and significantly accretive thereafter as
the substantial synergies are realised. The transaction is
expected to be completed in the fourth quarter of 2000 and
is subject to regulatory clearance, approval by Telxon's
shareholders and customary closing conditions.
Telxon had revenues of $363 million in the last 12 months
and holds 4.1 million shares of Cisco Systems (NASDAQ: CSCO
- news) with a current pre-tax value of approximately $283
million. Upon completion of the acquisition, Symbol will
have estimated pro forma 2000 revenues of approximately $1.8
billion. Symbol shareholders will own over 90 per cent of
the combined company.
``Under John Paxton's leadership, Telxon has made great
progress in stabilising its operations,'' said Tomo
Razmilovic, Symbol's President and CEO. ``We are very
excited about the future prospects of the combined company,
its complementary technology, product lines, customer bases
and network of partnerships. The transaction is financially
as well as strategically compelling for Symbol, based on the
substantial synergies we believe that we can achieve and the
significant value of the Cisco shares owned by Telxon.''
``Acquiring Telxon is a unique opportunity to combine our
two companies' resources to develop and bring to market
mobile computing systems and wireless data networks that
enhance productivity and reduce costs across a wide range of
industries and vertical applications,'' said Jerome Swartz,
Symbol's Chairman. ``As the information technology and
communications industries rapidly converge, Symbol and
Telxon's complementary strengths will allow us to do more
for our combined customers around the world than either
company could have done separately.''
John W. Paxton Sr., Telxon's Chairman and CEO said, ``This
strategic combination makes sense for both companies, and I
firmly believe it is the right step at the right time for
Telxon's customers and shareholders. Our customers will
benefit from greater resources and economies of scale, and
our shareholders will benefit from a significant current
premium and the opportunity to participate in the upside of
this compelling combination.''
Symbol's current management team will lead the combined
company and Paxton will assist in the integration.
Added Razmilovic, ``We will keep a sharp focus on customers
as we fully and completely integrate Telxon into Symbol. We
are committed to seamless convergence of existing Symbol and
Telxon products, systems and sales forces and to providing
unparalleled customer service and support. We plan no
interruptions in any scheduled or committed rollouts from
either company, and we intend to support all existing Symbol
and Telxon products and services. We intend to honour all
existing agreements with customers, VARs, distributors, OEMs
and other strategic partners.''
Bear, Stearns & Co. Inc. is serving as financial advisor to
Symbol and Prudential Securities is serving as financial
advisor to Telxon.
Telxon Corporation is a leading global designer and
manufacturer of wireless networks for mobile computing
solutions and information systems. The company integrates
advanced mobile computing and wireless data communication
technology with a wide array of peripherals,
application-specific software and global customer services
for its customers in more than 60 countries around the
world. Telxon's global web site address is: www.telxon.com.
Symbol Technologies, Inc., winner of this year's U.S.
National Medal of Technology, is a global leader in mobile
data transaction systems, providing innovative customer
solutions based on wireless local area networking for data
and voice, application-specific mobile computing and
bar-code data capture. Symbol's Wireless Information
Appliances connect the physical world of people on the move,
packages, paper and shipping pallets, to information systems
and the Internet. Today, some 10 million Symbol bar-code
scanners, mobile computers and wireless LANs are utilised
worldwide in markets ranging from retailing to
transportation and distribution logistics, manufacturing,
parcel and postal delivery, government, healthcare and
education. Symbol's systems and products are used to
increase productivity from the factory floor to the retail
store, to the enterprise and out to the home. Information
about Symbol is available at www.symbol.com.
A conference call has been set up for 11:00 am EDT (16:00
British summer time) today to discuss the transaction, and
Symbol and Telxon's financial results, also released this
morning. The dial in number is +1 785-832-1077, Pass Code
Symbol Technologies Q2. A replay has been set up and will be
available beginning 3:00 pm EDT on Wednesday, July 26th
through Tuesday, August 1st on a 24-hour non-stop basis. The
dial in number to access this replay is: +1 719-457-0820
Pass Code: 529921.
Except for historical information, all other information in
this presentation consists of forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties which could cause actual
results to differ materially from those projected,
anticipated or implied. The following factors, among others,
could cause actual results to differ materially from those
described in the forward-looking statements: the risk that
the business and technology of Telxon will not be integrated
successfully; the failure to realize planned synergies on a
timely basis; costs related to the proposed transaction;
failure of Telxon's stockholders to approve the proposed
transaction; and delays in obtaining regulatory approval of
the proposed transaction. Neither Symbol or Telxon
undertakes any obligation to publicly update or revise any
The proposed transaction will be submitted to Telxon's
stockholders for their consideration. Such stockholders
should read the proxy statement/prospectus concerning the
transaction that will be filed with the Securities and
Exchange Commission and mailed to stockholders. The proxy
statement/prospectus will contain important information that
Telxon's stockholders should consider before making any
decision regarding the proposed transaction. Such
stockholders will be able to obtain the proxy
statement/prospectus, as well as other filings containing
information about Symbol and Telxon, without charge, at the
SEC's internet site (http://www.sec.gov). Copies of the
proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus
will be obtainable, without charge, from Symbol and Telxon.
Symbol and Telxon and certain other persons named below may
be deemed to be participants in the solicitation of proxies
of Telxon's stockholders to approve the transaction. The
participants in this solicitation may include the directors
and executive officers of Telxon and executive officers of
Symbol as listed in Symbol's proxy statement for its 2000
annual meeting which may be obtained without charge, at the
SEC's internet site (http://www.sec.gov).
As of the date of this communication, none of the foregoing
participants individually beneficially owns in excess of 5%
of Symbol' common shares or 5% of Telxon's common shares.
Except as disclosed above, to the knowledge of Symbol and
Telxon, none of the directors or executive officers of
Symbol or Telxon has any interest, direct or indirect, by
security holdings or otherwise in Symbol or Telxon.
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