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  Standard-Horizon To Be Acquired by Motorola

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Author Topic:   Standard-Horizon To Be Acquired by Motorola
jimh posted 11-05-2007 09:30 PM ET (US)   Profile for jimh   Send Email to jimh  
Marine electronic manufacturer Standard-Horizon's parent company, Vertex Standard, is the object of a take over acquisition by electronics giant Motorola. Motorola has long been recognized as the gold-standard of two-way communications radios. As a benchmark of their dominance in the field, it was often cited that the Tokyo police force used Motorola radios.

Press Release follows

Motorola Commences Tender Offer to Acquire Controlling Interest in Vertex Standard Co., Ltd., to Form Joint Venture with Tokogiken

Transaction to Enhance Motorola's 2-Way Radio Product Offering, Development Expertise and Channels to Market

SCHAUMBURG, Ill. and TOKYO, JAPAN

5 November 2007

Motorola, Inc. (NYSE: MOT) announced today that its subsidiary, MI, Inc., will launch a tender offer to acquire a controlling interest in Vertex Standard Co., Ltd. (JASDAQ: 6821), a global provider of 2-way radio communication solutions. Upon successful completion of the tender offer and subsequent restructuring process, Motorola will own 80% of Vertex Standard and Tokogiken, a privately held Japanese company, controlled by Jun Hasegawa, current president and CEO of Vertex Standard, will retain 20%, forming a joint venture. On 5 November 2007, the Board of Directors of Vertex Standard expressed their support of the tender offer.

"As a leading provider and pioneer in 2-way radio communication solutions, Motorola is an excellent strategic partner for our business," said Jun Hasegawa, president and CEO of Vertex Standard. "The joint venture will give Vertex Standard access to Motorola's global distribution channels, presenting considerable opportunities for Vertex Standard to drive growth. We also expect to reduce costs, as we will benefit from Motorola's global scale and resources. With Motorola, Vertex Standard will be stronger and better positioned to deliver new and innovative 2-way radio solutions for professionals and consumers around the world."

"This joint venture will enable Motorola and Vertex Standard to deliver an enhanced combined product offering to new regions and customers worldwide," said Mark Moon, senior vice president of Motorola's Government and Commercial Markets. "We are extremely pleased to announce this transaction, which will improve our ability to address the growing needs of our 2-way radio customers worldwide. We look forward to the continued leadership of Jun Hasegawa and making this new joint venture a success."

The tender offer price is Yen2,214 (approximately US $19.38) per share of common stock. This price represents:
A premium of 38.4% over 1600 yen, the closing price of Vertex Standard's shares on the JASDAQ Securities Exchange, Inc. on 2 November 2007
A premium of 40.8% over 1573 yen, the average closing price of Vertex Standard's shares on the JASDAQ Securities Exchange, Inc. over the last three months to 2 November 2007
The total purchase price for 80% of the outstanding shares on a fully diluted basis will be approximately Yen12.3 billion (approximately US $108 million).

Vertex Standard is a leader within the Land Mobile Radio segment, where the company continues to demonstrate particular brand strength in high value, entry level solutions. The joint venture will develop and sell Vertex Standard branded products and develop select Motorola branded products. The Motorola brand will continue to focus on higher featured, higher tier products and continue to utilize existing Motorola distribution channels.

The joint venture will expand and develop a comprehensive suite of products to address the rapidly growing demand for 2-way radio solutions. Vertex Standard's strength in the Amateur, Marine and Airband (Avionics) segments will also provide Motorola with access to new business opportunities. In addition, Vertex Standard's solutions are highly complementary with Motorola's products and will add greater depth and breadth to Motorola's Government and Public Safety business. The venture will also provide additional engineering talent for Motorola.

Additional Transaction Details
Upon successful completion of the tender offer and subsequent planned restructuring, Vertex Standard will be de-listed from the JASDAQ. The joint venture company will continue to be called "Vertex Standard Co., Ltd" and will become a subsidiary of Motorola, with headquarters in Tokyo.

The shareholders of Vertex Standard who do not tender their shares in the tender offer will receive cash consideration for the shares which they hold as a result of the restructuring following successful completion of the tender offer.

The tender offer, which is subject to regulatory and other customary conditions, is expected to close in early January 2008. In addition, Motorola must complete the tender offer within 60 working days of its commencement, as required by Japanese law.

About Motorola
Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by our vision of seamless mobility, the people of Motorola are committed to helping you connect simply and seamlessly to the people, information and entertainment that you want and need. We do this by designing and delivering "must have" products, "must do" experiences and powerful networks -- along with a full complement of support services. A Fortune 100 company with global presence and impact, Motorola had sales of US $42.8 billion in 2006. For more information about our company, our people and our innovations, please visit http://www.motorola.com.

About Vertex Standard
Vertex Standard Co. Ltd is a company primarily engaged in radio communication products for land, marine, airband, and amateur Since the company was incorporated in 1956, Vertex Standard has become a global two-way radio manufacturer with advanced technologies. With customer satisfaction as its number one priority, the company has supplied products that meet the changing demands of the 2-way radio communications market. Sales for the fiscal year-ending March 2007 were approximately 21,983,000,000 yen. Details for Vertex Standard are available at http://www.vxstd.com/jp/.

jimh posted 11-05-2007 09:33 PM ET (US)     Profile for jimh  Send Email to jimh     
Reaction to the announcement was extremely favorable from the amateur radio community, where another Vertex subsidiary, Yaseau, has a strong product line. See:

http://www.arrl.org/news/stories/2007/11/05/100/?nc=1

jimh posted 11-05-2007 09:37 PM ET (US)     Profile for jimh  Send Email to jimh     
Reaction at Vertex was also favorable. Jun Hasegawa, president and CEO of Vertex Standard, said:

"The joint venture will give Vertex Standard access to Motorola's global distribution channels, presenting considerable opportunities for Vertex Standard to drive growth. We also expect to reduce costs, as we will benefit from Motorola's global scale and resources. With Motorola, Vertex Standard will be stronger and better positioned to deliver new and innovative 2-way radio solutions for professionals and consumers around the world."

jimh posted 11-10-2007 09:56 AM ET (US)     Profile for jimh  Send Email to jimh     
I received these comments from Jason Kennedy, who is Executive Vice President of Standard Horizon:

"I am excited to see what the joint engineering capabilities of these two
huge communications companies will bring in the way of new technology
advancement for marine electronics. The Standard Horizon name in marine
electronics will be taken to the next level by the association of Vertex
Standard and Motorola. The Motorola brand and consumer strength can only
enhance the strong marine presence that Standard Horizon has maintained for
over 50 years. This new joint venture will be the beginning of the next
chapter of Vertex Standard and one of many in the long history of Standard
Horizon. I am excited that the readers of CONTINUOUSWAVE will be there with
us as the positive effects of the Vertex Standard / Motorola joint venture
unfolds.

"I can not stop saying 'Hello Moto!'"

where2 posted 11-11-2007 05:44 PM ET (US)     Profile for where2  Send Email to where2     
Jason's a very good guy. I was wondering what his response would be.
where2 posted 11-14-2007 11:06 PM ET (US)     Profile for where2  Send Email to where2     
I have a Standard Horizon CP150 chart plotter upstairs that still works flawlessly after 7+ years. Fine Product.
Moe posted 01-17-2008 07:23 AM ET (US)     Profile for Moe    
Motorola Successfully Completes Tender Offer for Controlling Interest in Vertex Standard Co. Ltd.

http://money.cnn.com/news/newsfeeds/articles/prnewswire/ AQW06916012008-1.htm

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