Saturday, June 25, 2011

Acquisitions are never simple

Often the business press reports a simple statement that "Company A is buying Company B."

The reality is often much more convoluted.

As an example, I cite an acquisition which affected me over a decade ago. This was reported in the press as "Motorola buys Printrak," but once you dig into the SEC documents, you find out that it's a little more involved than that.

On August 28, 2000, Printrak International Inc. (the "Registrant")
issued a press release regarding an agreement (the "Merger Agreement") among
Motorola, Inc. ("Motorola"), the Registrant, Panther Acquisition Corp., a
wholly-owned subsidiary of Motorola ("Acquisition Sub") and the Giles Living
Trust UDT dated December 17, 1993, The Giles Family Foundation, and The Smith
Family Revocable Trust dated October 2, 1992 (collectively referred to herein as
the "Registrant's Majority Stockholders") pursuant to which Acquisition Sub will
be merged (the "Merger") with and into Registrant, with Registrant surviving the
Merger as a wholly-owned subsidiary of Motorola. On August 28, 2000 the
Registrant's Majority Stockholders executed a written consent of stockholders
approving the terms and authorizing the execution of the Merger Agreement by the

Now none of the brief articles that appeared at the time devoted any space to Panther Acquisition Corp or the Smith Family Revocable Trust or the Giles trusts, but all of these acquisition corporations and trusts are the reality when you talk about acquisitions. In this case, Richard Giles and Charles Smith were the majority owners of Printrak, and they held their stock via these trusts. Meanwhile, Motorola set up this corporation called Panther Acquisition Corp to actually perform the acquisition.

What's more, at the end of the day, Printrak International Inc. did not completely disappear. Sure, it was removed from NASDAQ, but an entity called Printrak International Inc. continued to exist after the acquisition - it just had Motorola employees as officers.

Now I personally don't know what happened to Printrak International Inc. - was it eventually dissolved? Did it get acquired by my current employer, Safran? Or did it stay with Motorola and eventually end up with Motorola Solutions, one of the two companies that resulted when Motorola split up? Or did it end up with Motorola Mobility for some odd reason? Maybe Nokia bought it, for all I know...
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