Intrigue and Hardball: A Look At the Symbol-Motorola Deal

Motorola closed the deal a filing by Symbol with the U.S. Securities and Exchange Commission.

In addition to picking up the Holtsville, N.Y.-based enterprise mobility company, Motorola also won an agreement from federal prosecutors to drop a monitoring arrangement with Symbol and a deal to prosecute neither company for previous criminal accounting violations by Symbol.

The details of Motorola's pending acquisiton of Symbol are spelled out in detail in the SEC filing, including the revelation that Symbol CEO Sal Iannuzzi will receive a $4 million pay out once the deal closes, in addition to Iannuzzi being retained as a top executive at the Schaumberg, Ill.-based mobile communications vendor.

Negotiations between Motorola and Symbol started just days after Iannuzzi took over as CEO of Symbol, which had previously been rocked by accounting scandals by former company executives.

According to Symbol's filing:

During initial talks that dragged on for several months, Zander and Motorola offered $14.50 per share and said the company could be willing to pay as much as $15.25 a share if conditions were right. But eventually the negotiations stopped when the sides could not come to terms on a number. When negotiations restarted earlier this year, Motorola initially dropped its offer to $14 per share before again making a $15 offer. On his side of the table, Iannuzzi repeatedly told Motorola he would not back offers below $15 per share.

During this time, five other companies, which Symbol only refers to as companies "A" through "E," also contacted the company about potential mergers including two that performed varying degrees of due diligence into Symbol. One of those companies at one point suggested it could offer $15.25 per share for Symbol - above the $15 Motorola finally offered - before a top executive of the company told Symbol it was backing off.

Motorola executives say they had sought Symbol because of the smaller company's strong presence in the mobile enterprise segment; Symbol produces a wide line card of hand-held and mobile bar code, scanning, RFID and mobile PC devices, as well as maintaining a mature and healthy lineup of channel partners. That's a market in which Motorola seeks to grow after spinning off other non-core operations, such as its processor business. But, according to the SEC filing, Motorola also realized some of Symbol's key challenges -- including the shadow of accounting scandals from the early 2000s.

A critical part of the negotiations for Motorola called for both companies and the U.S. Attorney's Office for the Eastern District of New York to agree to dropping an out-of-court agreement between prosecutors and Symbol, a deal that called for Symbol to hire an independent monitor to issue regular reports on the company's financial reporting to the SEC. Motorola wanted that practice to stop, as well as an agreement from federal prosecutors that, following a merger, neither it nor Symbol would face corporate criminal charges. A day before the deal was announced, the U.S. Attorney's Office gave its consent, according to the Symbol SEC filing.

(Symbol, among other things, agreed to continue cooperating with prosecutors, even after the merger.)

Iannuzzi also negotiated his own deal with Symbol, according to the filing:

The Symbol-Motorola deal is expected to close late this year or early next year.