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Motorola Files Registration Statement for Separation (7/1/10)
Motorola moved forward with its plans to separate into two companies, filing an initial form 10 registration statement with the U.S. Securities and Exchange Commission (SEC).
The mobile devices and home businesses will be separated from Motorola and operate as Motorola Mobility. Motorola also will change its name from Motorola to Motorola Solutions in connection with the separation. Motorola Solutions will consist of the enterprise mobility solutions and networks businesses.
“Motorola Solutions will be a world-class company composed of two great businesses,” said Greg Brown, co-CEO of Motorola. “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.”
Motorola established a new wholly owned subsidiary, Motorola SpinCo Holdings (Motorola SpinCo), which filed the form 10. Motorola SpinCo is the holding company for Motorola Mobility. 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, final approval by Motorola's board of directors, Motorola's receipt of an Internal Revenue Service (IRS) ruling or opinion of counsel 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. Approval by Motorola's stockholders is not required for completion of the separation, company officials said.
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