M&A - Motorola Solutions, Inc.

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Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525127588

Filing Summary: On May 27, 2025, Motorola Solutions, Inc. entered into a purchase and sale agreement with Silvus Technologies Group LLC and Silvus Technologies Holdings Inc. to acquire all of Silvus's equity interests for approximately $4.4 billion. The total consideration includes approximately $4.38 billion in cash and $20 million in restricted shares of common stock for Silvus's employees. The agreement also includes potential earnout consideration of up to $150 million for financial targets in the period from July 5, 2026 through July 3, 2027, and up to $450 million for the period from July 4, 2027 through July 1, 2028. The acquisition is subject to customary closing conditions, including regulatory approvals and the absence of legal orders prohibiting the deal. The Purchase Agreement outlines the conditions under which either party may terminate the agreement if closing does not occur by November 28, 2025, along with other circumstances allowing for termination. The Company has also secured financing commitments for $2.5 billion in terms of loans to fund the acquisition.

Additional details:

Purchase Agreement Date: 2025-05-27


Acquisition Cost: 4.4 billion


Closing Cash Consideration: 4.38 billion


Restricted Stock Value: 20 million


Earnout First Period: 150 million


Earnout Second Period: 450 million


Financing Commitment Amount: 2.5 billion


Term Loan Split: 750 million three-year term loan and 1.75 billion 364-day facility


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