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: The Telxon Corporation
Commission File No. 000-11402
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY SYMBOL
TECHNOLOGIES, INC. ON OCTOBER 12, 2000.
SYMBOL TECHNOLOGIES' ACQUISITION OF TELXON TO PROCEED: ANTITRUST WAITING
PERIOD HAS EXPIRED.
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HOLTSVILLE, N.Y., Oct. 12, 2000--Symbol Technologies, Inc. (NYSE: SBL)
announced today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 has expired for Symbol's proposed acquisition of
Telxon Corporation (NASDAQ: TLXN). No further U.S. antitrust clearance is
necessary for completion of the acquisition, which is currently expected to
be completed on November 30, 2000, subject to approval by Telxon's
shareholders and customary closing conditions.
Under the terms of a definitive merger agreement announced on July 26, 2000,
Telxon shareholders will receive 0.50 of a Symbol share for each Telxon
share. The combined company will be a global leader in wireless handheld
computing systems across many industries and vertical applications.
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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 and 1-800-722-6234.
* * * * * *
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
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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.
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