Filed by Symbol Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Telxon Corporation
Commission File No. 000-11402
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY
SYMBOL TECHNOLOGIES, INC. ON SEPTEMBER 11, 2000
Contacts: Symbol
Investors George Sard/David Reno
Ken Jaeggi Citigate Sard Verbinnen
631-738-3909 212-687-8080
Media
Doug Picker
631-738-4699
SYMBOL RESUBMITS HART SCOTT RODINO FILING
__________________________________________
HOLTSVILLE, NY, September 11, 2000 Symbol Technologies, Inc.
(NYSE: SBL) today announced that it has resubmitted its application for
antitrust clearance of the previously announced agreement for Symbol to
acquire Telxon Corporation (NASDAQ: TLXN) in a stock-for-stock merger that
will create a global leader in wireless handheld computing systems across
many industries and vertical applications.
Symbol anticipates that the 30-day initial waiting period
applicable to the acquisition under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, will end October 11, 2000.
Symbol does not believe the acquisition presents competitive issues
in today's market and is working closely with applicable regulators.
Under the terms of a definitive merger agreement announced on July
26, 200, Telxon shareholders will receive 0.50 of a Symbol share for each
Telxon share.
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Symbol continues to expect the transaction to be completed in the
fourth quarter of 2000, subject to regulatory clearance, approval by Telxon's
shareholders and customary closing conditions.
Symbol Technologies, Inc., winner of this year's National Medal of
Technology, is a global leader in mobile data transaction systems, providing
innovative customer solutions based on wireless local area networking for
data and voice, application-specific mobile computing and bar-code data
capture. Symbol's Wireless Information Appliances connect the physical world
of people on the move, packages, paper and shipping pallets, to information
systems and the Internet. Today, some 10 million Symbol bar-code scanners,
mobile computers and wireless LANs are utilized worldwide in markets ranging
from retailing to transportation and distribution logistics, manufacturing,
parcel and postal delivery, government, healthcare and education. Symbol's
systems and products are used to increase productivity from the factory floor
to the retail store, to the enterprise and out to the home. Information
about Symbol is available at www.symbol.com.
* * * * *
Except for historical information, all other information in this presentation
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
are subject to risks and uncertainties which could cause actual results to
differ materially from those projected, anticipated or implied. The
following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk
that the business and technology of Telxon will not be integrated
<PAGE>
successfully; the failure to realize planned synergies on a timely basis;
costs related to the proposed transaction; failure of Telxon's stockholders
to approve the proposed transaction; and delays in obtaining regulatory
approval of the proposed transaction. Symbol undertakes no obligation to
publicly update or revise any forward-looking statements.
The proposed transaction will be submitted to Telxon's stockholders for their
consideration. Such stockholders should read the proxy statement/prospectus
concerning the transaction that will be filed with the Securities and
Exchange Commission and mailed to stockholders. The proxy
statement/prospectus will contain important information that Telxon's
stockholders should consider before making any decision regarding the
proposed transaction. Such stockholders will be able to obtain the proxy
statement/prospectus, as well as other filings containing information about
Symbol and Telxon, without charge, at the SEC's internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy
statement/prospectus will be obtainable, without charge, from Symbol and
Telxon.
Symbol and certain other persons named below may be deemed to be participants
in the solicitation of proxies of Telxon's stockholders to approve the
transaction. The participants in this solicitation may include
the directors and executive officers of Telxon and executive officers of
Symbol as listed in Symbol's proxy statement for its 2000 annual meeting
which may be obtained without charge, at the SEC's internet site
(http://www.sec.gov).
As of the date of this communication, none of the foregoing participants
individually beneficially owns in excess of 5% of Symbol's common shares or
5% of Telxon's common shares. Except as disclosed above, to the knowledge of
Symbol, none of the directors or executive officers of Symbol or Telxon has
any interest, direct or indirect, by security holdings or otherwise in Symbol
or Telxon.
