Acquisition strengthens Zebra’s position in the rugged mobility market and advances our Enterprise Asset Intelligence vision
Zebra Technologies Corporation (NASDAQ: ZBRA) and Xplore Technologies Corporation (NASDAQ: XPLR) today announced that their boards of directors have approved a definitive agreement in which Zebra will acquire all outstanding common stock of Xplore for $6.00 per share in cash. Under the terms of the agreement, Zebra plans to effect the acquisition via a tender offer.
“We are excited to join Zebra, the worldwide leader in enterprise mobility and visibility. This acquisition validates the incredible work our team does every day to develop innovative solutions and serve our customers”
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Over its 22-year history, Xplore has established a leading position as an innovative developer of semi-, fully- and ultra-rugged tablets, 2-in-1 laptops, and a range of performance matched accessories. Xplore’s highly differentiated products are designed to withstand demanding conditions across diverse end markets. These products serve existing vertical markets for Zebra such as retail, manufacturing, transportation & logistics and healthcare, and provide an inroad into new markets including oil & gas, utility, government and public safety. Xplore generated revenue of $87 million in the 12-month period ended March 31, 2018.
“In today’s on-demand economy, investments to digitize operations are central to our customers’ strategies. The acquisition of Xplore enhances our product lineup and gives Zebra a complete rugged tablet portfolio that enables our customers to gain a performance edge,” said Anders Gustafsson, chief executive officer of Zebra Technologies. “We’d previously outlined potential areas of expansion that are a natural fit for Zebra and its Enterprise Asset Intelligence vision, and this acquisition is aligned with that strategy. The addition of Xplore provides access to a great team and great products in an attractive market and should enable us to grow the category double digits going forward.”
Xplore’s offerings complement Zebra’s industry-leading enterprise mobile computing, data capture, and printing portfolios, which will now serve a wider range of enterprise customers and accelerate growth. Zebra’s scale, vertical market expertise, and go-to-market footprint will create substantial synergies. Zebra expects this transaction to be neutral to its non-GAAP earnings for 2018, and accretive beyond this year.
“We are excited to join Zebra, the worldwide leader in enterprise mobility and visibility. This acquisition validates the incredible work our team does every day to develop innovative solutions and serve our customers,” said Tom Wilkinson, chief executive officer of Xplore Technologies. “Our products are a natural fit for Zebra, creating a comprehensive rugged mobility portfolio that stands against any competitor.”
Terms of the Transaction
Zebra is effecting the acquisition through a public tender offer for 100% of the shares of Xplore. In connection with the execution of the merger agreement, certain Xplore shareholders have entered into tender support agreements with Zebra pursuant to which they have agreed to tender their shares to Zebra's offer. The aggregate consideration of the transaction, including assumed indebtedness, is expected to be less than or equal to $90 million. Zebra expects to fund the transaction with a combination of cash on hand along with fully committed financing available under its credit facility. The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2018.
PJT Partners is acting as financial advisor and Kirkland & Ellis LLP is acting as legal advisor to Zebra. Sheppard Mullin is acting as legal advisor and Duff & Phelps provided a fairness opinion to Xplore.
www.zebra.com
