Avigilon Mails Circular for Shareholders to Approve Acquisition by Motorola Solutions
OREANDA-NEWS. Avigilon Corporation (“Avigilon”) (TSX: AVO), provider of trusted security solutions, announces the mailing of its management information circular, related voting materials, and letter of transmittal (collectively, the “Meeting Materials”) to Avigilon’s shareholders (“Shareholders”) in connection with the special meeting of Shareholders scheduled for March 22, 2018 (the “Special Meeting”).
At the Special Meeting, Shareholders will be asked to pass a resolution approving the plan of arrangement (the “Arrangement”), as initially announced on February 1, 2018, whereby Motorola Solutions, Inc. (“Motorola Solutions”) will acquire all of the issued and outstanding common shares of Avigilon (the “Common Shares”) for cash consideration of CDN $27.00 per Common Share (the “Consideration”) through Motorola Solutions Canada Holdings Inc. (the “Purchaser”), a wholly-owned subsidiary of Motorola Solutions, in accordance with the terms of an arrangement agreement dated February 1, 2018 between Avigilon, Motorola Solutions, and the Purchaser (the “Arrangement Agreement”). Closing of the Arrangement remains subject to customary closing conditions, including regulatory, shareholder, and court approvals.
- Significant Premium. The Consideration represents a premium of 21.7% based on the 20-day volume weighted average price of the Common Shares on the TSX ending on January 31, 2018, the day prior to the date of announcement of the execution of the Arrangement Agreement.
- All Cash Consideration. The Consideration to be paid pursuant to the Arrangement will be entirely in cash, which provides immediate liquidity and certainty of value at a significant premium, as described above.
- Consideration is Fair. The Board has received a fairness opinion from each of Morgan Stanley Canada Limited and Fort Capital Partners that, subject to the assumptions made, procedures followed, matters considered and qualifications and scope of review undertaken by each, the Consideration to be received by the Shareholders is fair, from a financial point of view, to the Shareholders.
- Sale Process. From October 2016 to March 2017, Avigilon’s independent Special Committee of its Board of Directors conducted an extensive process that canvassed approximately 70 selected potential bidders about their interest in acquiring Avigilon. This process did not result in a transaction, and the best price per Common Share indicated by any of the potential bidders was substantially lower than the Consideration.
- Superior Alternative. The Special Committee concluded that the Consideration is more favourable than the value that might be realized through pursuing the Corporation's current business plan as a stand-alone entity.
- Limited Conditions. Motorola Solutions’ obligation to complete the Arrangement is subject to a limited number of conditions that the Board believes are reasonable in the circumstances. The Arrangement is not subject to any financing condition.
The Special Meeting is scheduled to be held on Thursday, March 22, 2018 at 10:00 a.m. (Pacific time) at the Vancouver Club – Ballroom, 915 West Hastings Street, Vancouver, British Columbia. All Avigilon Shareholders are encouraged to carefully review the Meeting Materials as they contain important information regarding the Special Meeting and the Arrangement. The Meeting Materials and the Arrangement Agreement have been filed on SEDAR and are available under Avigilon’s profile at www.sedar.com and at www.avigilon.com.