DECEMBER 1, 2010 -- Motorola Inc.’s board of directors has approved the separation of Motorola Mobility Holdings Inc. from Motorola Inc. The separation will be accomplished through a tax-free dividend, involving the distribution of all Motorola Mobility common stock held by Motorola to Motorola stockholders; a reverse stock split of shares of Motorola common stock following the distribution is also approved.
The separation agreement will bring about the following:
-- The distribution will be made prior to the market open on Jan. 4, 2011
to Motorola, Inc. stockholders of record as of the close of business on
Dec. 21, 2010.
-- Motorola, Inc. stockholders of record will receive 1 share of Motorola
Mobility common stock for every 8 shares of Motorola common stock they
-- Immediately following the distribution of Motorola Mobility common stock
to Motorola stockholders, Motorola will effect a 1-for-7 reverse stock
split of Motorola common stock, which will become effective prior to the
market open on Jan. 4, 2011.
In a joint statement, Greg Brown, Motorola co-CEO and CEO of Motorola Solutions, and Sanjay Jha, Motorola co-CEO and CEO of Motorola Mobility, said: "Today's announcement marks another important milestone toward the upcoming separation that is expected to benefit Motorola, its stockholders, as well as each company's respective customers and employees. We look forward to taking advantage of the opportunities before us as we begin the new year as two independent, publicly traded companies."
On Jan. 4, 2011, Motorola Inc. will change its name to Motorola Solutions Inc. and will begin trading on the New York Stock Exchange (NYSE) under the ticker symbol MSI, and Motorola Mobility Holdings Inc. will begin trading on the NYSE under the ticker symbol MMI.
Immediately following the distribution, Motorola will put in effect a 1-for-7 reverse stock split of Motorola common stock, prior to the market open on Jan. 4, 2011. Following the reverse stock split, Motorola Inc. will change its name to Motorola Solutions Inc. As a result of these actions, every 7 shares of Motorola common stock will be converted into one share of Motorola Solutions common stock. Motorola's stockholders authorized the board to implement the reverse stock split at a Special Meeting of Stockholders held on Nov. 29, 2010.
The completion of the Motorola Mobility distribution is subject to the satisfaction or waiver of a number of conditions, including the Registration Statement on Form 10 for the Motorola Mobility common stock being declared effective by the Securities and Exchange Commission (SEC), the Motorola Mobility common stock being authorized for listing on the NYSE, and certain other conditions described in the Information Statement included in the Form 10 and in the agreements filed as exhibits to the Form 10. Motorola and Motorola Mobility expect all other conditions to the Motorola Mobility distribution to be satisfied on or before the distribution date.