Acquisition strengthens Zebra’s position in the rugged mobility market and advances our Enterprise Asset Intelligence vision

Zebra Technologies Corporation  and Xplore Technologies Corporation 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.

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.

Zebra rugged tablets power first digital Incident Command, Fire Roster Solution in North America

Public safety agencies are now able to maintain 100 percent accountability, improve first responder safety on scene with the exclusive Zebra® XSLATE R12-based solution from Battalion 3

Zebra Technologies Corporation has announced that Battalion 3 Technologies (BATT3) has exclusively chosen the Zebra® XSLATE R12 rugged tablet to deliver its digital Incident Command (ICx) and Fire Roster software to first responders nationwide.

Recently acquired by Zebra, Xplore Technologies collaborated with BATT3 to refine and deploy this industry-first, real-time accountability solution across public safety agencies in North America. Several fire departments – including the Northern Lakes Fire District, Coeur d’Alene Fire Department, and Kootenai County Fire and Rescue in Idaho – have already increased the accuracy of their emergency response tracking, reduced safety risks, and streamlined command and control processes using this rugged, tablet-based software solution.

“With the XSLATE R12, we can easily keep track of 20-30 resources,” said Northern Lakes Fire District Chief, Pat Riley.  “My battalion commander can see and update each of the assignments on the one tablet display, no matter where he or she is on scene. Plus, the automatic notifications I receive on the tablet can literally save lives by preventing burnout, exhaustion and oversight. This solution finally enables us to maintain that frequent role call cadence for accountability. No other current tech or system can do this, not even the Passport tags, which are frequently lost on scene.”

The XSLATE R12 rugged tablet solution also generates a digital incident log, automatically recording every action taken in the BATT3 software programs and making it readily accessible should an incident review or investigation need to occur later. The digital log also provides fire chiefs with the insights needed to improve training and adjust best practices for future calls.

“Xplore rugged tablets were first developed for and with public safety professionals more than 20 years ago,” explained Tom McNeela, Senior Director, Product Management, Zebra Technologies. “We understand that mobility tools are mission-critical when it comes to first responder safety. That is why we are so pleased to partner with BATT3 to deliver this groundbreaking technology solution. It is the most effective way to increase accountability and communications on scene and, therefore, protect those who protect us.”

“The Windows®-based Xplore R12 was the only rugged computer in the 12” category that fit all of our criteria for reliability, durability, usability, and security,” added John Morrison, Fire Chief and Co-Founder of BATT3. “Even today, the XSLATE R12 remains the only large touchscreen tablet that consistently exceeds emergency response agencies’ strict performance standards.”

The XSLATE R12 is the only HazLoc-certified (C1D2/ATEX), water resistant and dustproof mobile device that has a bright-enough touch screen display for frequent pen, finger and even gloved-finger data interactions with the BATT3 software.

KEY POINTS

• The Xplore rugged tablet-BATT3 software solution minimizes the risk of firefighter mayday and notifies Battalion Chiefs immediately if someone has been in action too long or if they are not responding.
• This solution improves the quality of audits and record accuracy for later incident reporting, investigations and training.
• The XSLATE R12 is the only large-screen mobile computing device to fully support the BATT3 Fire Roster and Incident Command software and meet public safety’s strict performance and HazLoc usability standards.

 
Download the full case study to learn more about the XSLATE R12 rugged, tablet-based BATT3 software and public safety agencies’ firsthand experience with this groundbreaking solution.

Zebra Technologies Corporation has announced that it has completed its acquisition of Xplore Technologies Corporation, a leading developer of semi-, fully- and ultra-rugged tablets, 2-in-1 laptops, and a range of performance matched accessories. 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.

The tender offer for all outstanding shares of common stock of Xplore at a price of $6.00 per share, net to the seller in cash, without interest and less any required tax withholding (the “Offer”), expired as scheduled at 12:00 midnight eastern time at the end of the day on Monday, August 13, 2018. American Stock Transfer & Trust Company, the depositary for the Offer, has advised Zebra that 9,923,943 shares of Xplore common stock were validly tendered and not properly withdrawn in the Offer, representing approximately 73.1 percent of the outstanding shares of Xplore’s common stock on a fully diluted basis (including all shares underlying Xplore’s outstanding restricted stock units and stock options). All conditions to the Offer have been satisfied and on August 14, 2018, Zebra and its wholly owned subsidiary, Wolfdancer Acquisition Corp. (“Purchaser”) accepted for payment and will promptly pay for all shares validly tendered and not properly withdrawn in the Offer.

Following completion of the Offer, Zebra completed the acquisition of Xplore through the merger of Purchaser with and into Xplore, without a vote of Xplore’s stockholders pursuant to Section 251(h) of the Delaware General Corporation Law, with Xplore surviving the merger as a wholly owned subsidiary of Zebra. In connection with the merger, each share of common stock outstanding immediately prior to the effective time of the merger (other than (1) shares owned by Xplore as treasury stock immediately prior to the effective time of the merger, (2) shares owned by Zebra or Purchaser at the commencement of the Offer and owned by Zebra or Purchaser immediately prior to the effective time of the merger or (3) shares held by any stockholder who has properly demanded and not otherwise lost appraisal rights under Delaware law) has been converted into the right to receive the same $6.00 per share in cash, without interest and less applicable tax withholding, as will be paid for all shares that were validly tendered and not properly withdrawn in the Offer. Xplore’s common stock will be delisted from the Nasdaq Capital Market.