Motorola Completes Tender Offer for Yaesu’s Parent Company

ARRL.ORG

January 16, 2008

On Wednesday, January 16, Motorola, Inc announced that its subsidiary, MI, Inc, has successfully completed its tender offer to acquire a controlling interest in Vertex Standard, parent company of Yaesu. The tender offer period expired on January 15 with approximately 5.4 million shares tendered and accepted. On November 5, 2007, Motorola launched the tender offer, in cooperation with Tokogiken (a privately held Japanese company controlled by Vertex Standard’s president and CEO Jun Hasegawa) with the intention of forming a joint venture to develop and sell Vertex Standard products and develop select Motorola products. All regulatory clearances required for the completion of the transaction have been obtained.

Starting on January 22, Motorola will have a total ownership stake of approximately 78 percent of Vertex Standard on a fully diluted basis (excluding certain stock acquisition rights that are scheduled to be cancelled), following the settlement of the tender offer for approximately 12 billion Yen (almost $112 million US dollars) in cash. Through a subsequent restructuring process, Motorola will own 80 percent of Vertex Standard, while Tokogiken will retain a 20 percent stake.

“We are extremely pleased to team with Motorola, a global technology leader that has been a leading provider and pioneer in 2-way radio communication solutions,” Hasegawa said. “With Motorola, Vertex Standard will be stronger and better positioned to deliver new and innovative 2-way radio solutions for professionals and consumers.”

Dennis Motschenbacher, K7BV, Yaesu’s Executive Vice President for Amateur Radio Sales in North America, told the ARRL that he sees the joint venture of Vertex Standard and Motorola as “a very good thing for Amateur Radio in general and Yaesu customers in particular. I hope our loyal customers will readily see this business venture for what it is, an opportunity to make a solid 50-plus year old Yaesu company even stronger and more formable than is already the case. There is absolutely no reason to have the slightest concern about equipment warranties and the continuation of support for our products. I am really excited to see what the joint engineering capabilities of these two huge communications companies will bring in the way of new technology advancement for the Amateur Radio Service.”

Motschenbacher continued: “There is a unique aspect of business that comes with Amateur Radio. It’s not just about a radio. It’s the relationship between the ham, the radio itself and the company that makes that radio. This relationship in Amateur Radio is far different than it is, say, between a buyer of a HDTV, the TV and the TV manufacturer. The relationship in Amateur Radio is far more personal and ‘bonding,’ per se. I am certain that we will do our utmost to ensure that Motorola understands this delicate bond. Since Motorola is leaving the day-to-day management of Yaesu in the hands of my boss, Jun Hasegawa, President of Vertex Standard, we can expect our longtime relationship with hams to remain intact.”

According to Motorola, “[t]he joint venture is expected to 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 provides Motorola with access to new business opportunities. In addition, Vertex Standard’s solutions are highly complementary with Motorola’s products and add greater depth and breadth to Motorola’s Government and Public Safety business. The venture also provides additional engineering talent for Motorola.”

Following the restructuring, which will be implemented after the settlement of the tender offer, 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. — Some information provided by Motorola