Motorola Inc. on July 1 announced the filing of an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission (SEC), marking a milestone in Motorola’s continued progress toward its previously announced Separation. The Mobile Devices and Home businesses will be separated from Motorola and operate as Motorola Mobility.
Motorola also announced it will change its name from Motorola Inc. to Motorola Solutions Inc. in connection with the separation. Motorola Solutions will consist of the Enterprise Mobility Solutions and Networks businesses.
“The filing of the Form 10 Registration Statement is an important achievement in our Separation plan to create two independent, publicly traded companies,” said Sanjay Jha, co-CEO of Motorola. “Mobile Devices has made significant progress in 2010, and we are confident that the separation is the right strategy for Motorola, our stockholders, our customers, our partners and our employees. Together, Mobile Devices and Home are uniquely positioned to address the opportunities resulting from the convergence of media, mobility, the Internet and computing.”
Greg Brown, co-CEO of Motorola, said, “Motorola Solutions will be a world-class company composed of two great businesses. The Enterprise Mobility business is a worldwide leader in providing public safety and enterprise mobility solutions. Our Networks business has a proven track record of technology leadership and solid operating performance. We expect the separation will further enable these businesses to address the needs of our customers and partners around the world. I thank our dedicated employees, valued customers, and other stakeholders for their continued support.”
“We are very pleased with the significant financial and operational progress that Greg’s and Sanjay’s businesses have accomplished. Upon Separation both businesses will be well capitalized and poised for stand-alone success,” said David Dorman, chairman of Motorola’s board of directors.
Motorola has established a new wholly owned subsidiary, Motorola SpinCo Holdings Corporation (Motorola SpinCo), which filed the July 1 Form 10 Registration Statement. Motorola SpinCo is the holding company for Motorola Mobility Inc., its main U.S. operating company. Motorola Mobility will be composed of the Mobile Devices and Home businesses. Motorola intends to effect the separation in the first quarter of 2011 through a distribution of shares in Motorola SpinCo to Motorola stockholders that is tax-free to Motorola stockholders for U.S. federal income tax purposes. Shares will be distributed on a pro rata basis.
Completion of the separation is subject to a number of customary conditions, including, among others, final approval by Motorola’s board of directors, Motorola’s receipt of an IRS ruling or opinion of counsel to the effect that the distribution will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, as well as effectiveness of the Form 10 Registration Statement filed with the SEC. No assurance can be given that the separation will be consummated. Approval by Motorola’s stockholders is not required for completion of the separation.
