Zebra Technologies’ Acquisition of Xplore Technologies


Sheppard Mullin represented Xplore Technologies Corporation on the deal

Zebra Technologies Corporation (NASDAQ: ZBRA), an innovator at the edge of the enterprise with solutions and partners that enable businesses to gain a performance edge, 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for the Offer, has advised Zebra that 9,923,943 shares of Xplore common stock were validly tendered and not properly withdrawn in the Offer, representing approximately 73.1 percent of the outstanding shares of Xplore’s common stock on a fully diluted basis (including all shares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 (“Purchaser”) accepted for payment and will promptly pay for all shares validly tendered and not properly withdrawn in the Offer.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.

The Sheppard Mullin team, led by New York partner John Hempill (Picture), included associates Bill Ziegelbauer, Ken Contrata, Jon Freedman and David Rostowsky, as well as several other attorneys throughout the firm for diligence in various areas.

Involved fees earner: John Hempill – Sheppard Mullin; Kenneth Contrata – Sheppard Mullin; Jon Freedman – Sheppard Mullin; David Rostowsky – Sheppard Mullin; William Ziegelbauer – Sheppard Mullin;

Law Firms: Sheppard Mullin;

Clients: Xplore Technologies Corp.;