Symbol Technologies Completes Acquisition of Telxon

Symbol Technologies Completes Acquisition of Telxon

2000-12-1 HOLTSVILLE, N.Y.

Symbol Technologies announced that its acquisition of Telxon in a stock-for-stock merger was completed after the close of business last night. The acquisition creates a global leader in wireless handheld computing systems across many industries and vertical applications.

Under the terms of the agreement, Telxon shareholders will receive 0.50 of a share of Symbol common stock for each share of Telxon common stock. As a result, Symbol will issue approximately 8.8 million new common shares to existing Telxon shareholders and reserve up to an approximate 1.7 million shares to cover stock options with an average post-merger exercise price of approximately $28 per share. Also, Telxon has $24.4 million principal amount outstanding of convertible debentures with a post-merger conversion price of $53.50 per share, and $82.5 million principal amount outstanding convertible notes with a post-merger conversion price of $55.00 per share.

Telxon's business will be operated as a wholly owned subsidiary, although portions of its operations will be consolidated with Symbol in order to obtain operating efficiency and synergy of at least $75 million annually, from eliminating duplicate functions, rationalizing manufacturing facilities and sales offices and realizing purchasing, sales, manufacturing and other efficiencies.

Before one-time transaction costs, the acquisition is expected to be approximately neutral to Symbol's earnings per share in 2001 and significantly accretive thereafter as the synergies and efficiencies are realized.