Symbol Tech - Motorola (M&A)

Symbol Technologies, Inc. (SBL)
Motorola, Inc. (MOT)
$3.9B Cash Merger

Summary

Motorola buys an enterprise mobility company

Scanning devices and other electronic connectivity tools

$15 per SBL share: $3.9B total

MOT stock chart

Announced 9.19.06

Filing of shareholder lawsuits 10.06.06

Press release

Closed 1.09.07

Advisors

Financial

SBL : Bear Stearns

Legal

MOT : Winston & Strawn
SBL : Dechert

Merger Agreement Hyperlinked

General

Article I Merger

1.1 The Merger
1.2 Effective Time; Closing
1.3 Effect of the Merger

Article II Surviving Corporation Charter and By-Laws

2.1 The Certificate of Incorporation
2.2 The By-Laws

Article III Surviving Corporation Officers and Directors

3.1 Directors
3.2 Officers

Article IV Conversion of Securities

4.1 Conversion of Capital Stock
4.2 Exchange of Certificates
4.3 Company Options
4.4 Employee Stock Purchase Plan
4.5 Restricted Stock
4.6 Actions by the Company
4.7 Dissenting Shares

Article V Company Reps

5.1 Organization and Qualification; Subsidiaries
5.2 Capital Structure
5.3 Corporate Authority; Approval and Fairness

5.4 Governmental Filings; No Violations; Certain Contracts
5.5 Contracts
5.6 SEC Filings; Financial Statements; Information Provided

5.7 Absence of Certain Changes
5.8 Litigation and Liabilities
5.9 Employee Benefits

5.10 Compliance with Laws; Permits
5.11 Environmental Matters
5.12 Taxes
5.13 Employees; Independent Contractors
5.14 Insurance
5.15 Intellectual Property

5.16 Owned and Leased Properties
5.17 Government Contracts
5.18 Import and Export Control Laws
5.19 Foreign Corrupt Practices Act
5.20 EDNY Agreement; SEC Consent Judgment
5.21 Consent Decrees
5.22 Product Liability and Recalls
5.23 Takeover Statutes
5.24 Change of Control
5.25 Vote Required
5.26 Company Rights Agreement
5.27 Brokers and Finders

Article VI Parent - Merger Sub Reps

6.1 Organization, Good Standing and Qualification
6.2 Authority; No Conflict; Required Filings and Consents
6.3 Information Provided

6.4 Operations of Merger Sub
6.5 Absence of Litigation
6.6 Brokers
6.7 Ownership of Company Common Stock
6.8 Financing

Article VII Covenants

7.1 Interim Operations
7.2 No Solicitation
7.3 Proxy Statement
7.4 NYSE Listing
7.5 Company Meeting
7.6 Filings; Other Actions; Notification
7.7 Access
7.8 Notice of Certain Matters
7.9 NYSE De-listing
7.10 Publicity
7.11 Company and Parent Benefit Plans
7.12 Loans to Company Employees, Officers and Directors
7.13 Indemnification; Directors and Officers Insurance
7.14 Takeover Statute
7.15 Section 16 Matters
7.16 SEC Matters

Article VIII Conditions

8.1 Each Party
8.2 Parent and Merger Sub
8.3 Company

Article IX Termination

9.1 Mutual Consent
9.2 Either Parent or the Company
9.3 Company
9.4 Parent
9.5 Effect of Termination and Abandonment

Article X Miscellaneous and General

10.1 Survival
10.2 Modification or Amendment
10.3 Waiver of Conditions

10.4 Counterparts
10.5 Governing Law and Venue; Waiver of Jury Trial
10.6 Notices

10.7 Entire Agreement
10.8 No Third Party Beneficiaries
10.9 Obligations of Parent and of the Company

10.10 Definitions
10.11 Severability
10.12 Interpretation; Construction
10.13 Assignment
10.14 Expenses
10.15 Company Disclosure Schedule

Other Agreements

Rights agreement amendment

Proxy Solicitation

Definitive proxy statement 12.06.06

Table of contents

Preliminary proxy statement 11.13.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §7.2
Proxy statement disclosure

Break-up fee

$110mm, plus out-of-pocket expenses
Agreement §9.5

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §8.1(b)

Proxy statement disclosure

Fairness Opinion

Bear Stearns fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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