Filed by Telxon Corporation
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.0-11402
TELXON STOCKHOLDERS APPROVE MERGER WITH SYMBOL TECHNOLOGIES
CINCINNATI, Nov. 28 /PRNewswire/ - Telxon Corporation
(Nasdaq: TLXN), a world leader in delivering quality, innovative solutions
for mobile information and wireless communications systems, announced today
that its stockholders have approved the company's merger with Symbol
Technologies, Inc. (NYSE: SBL) of Holtsville, New York.
Under the terms of the definitive merger agreement between
the two companies, Telxon stockholders will receive 0.50 of a Symbol share
for each Telxon share. The companies have received all necessary approvals
for the merger and expect the transaction to be completed on November 30,
2000. Telxon Corporation is a leading global designer and manufacturer of
wireless networks for mobile computing solutions and information systems.
The company integrates advanced mobile computing and wireless data
communication technology with a wide array of peripherals,
application-specific software and global customer services for its
customers in more than 60 countries around the world. Telxon is the world
leader in the installation of wireless networks supporting automotive
manufacturing, airport logistics operations and in-store retail information
systems. Telxon's global web site address is: www.telxon.com.
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.
This news release may contain forward-looking statements
that are inherently subject to risks and uncertainties which could cause
future events pertaining to Telxon to differ materially from the
forward-looking statements. The consummation of the proposed acquisition of
the company by Symbol is subject to customary closing conditions. Important
factors affecting Telxon's operations and financial performance include,
without limitation, the company's ability to gain and maintain market
acceptance of its products and the levels of customer acceptance of and
demand for those products, general and industry-specific economic
conditions, competitive pressures and rapid technological change. Reference
should be made to the discussion of these and other factors affecting
Telxon's business and results as included from time to time in the
company's filings with the Securities and Exchange Commission.
With respect to the proposed acquisition of the company by
Symbol, Telxon stockholders should read the proxy statement/prospectus
concerning the transaction that has been filed with the Securities and
Exchange Commission and mailed to stockholders. The proxy
statement/prospectus contains important information that Telxon
stockholders should consider before making any decision regarding the
proposed transaction. Stockholders can obtain the proxy
statement/prospectus, as well as other 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 are incorporated by
reference in the proxy statement/prospectus can also be obtained, without
charge, from Symbol and Telxon.
Symbol and certain other persons named below may be deemed
to be participants in Telxon's solicitation of proxies from its
stockholders to approve the transaction. The participants in such
solicitation may include the directors and executive officers of Telxon as
listed in Telxon's Annual Report on Form 10-K for its fiscal year ended
March 31, 2000, as amended, and the executive officers of Symbol, which, as
Symbol has indicated in its press releases regarding the transaction, are
listed in Symbol's proxy statement for its 2000 annual meeting, which SEC
filings can be obtained, without charge, at the SEC's Internet site
(http://www.sec.gov).
To Telxon's knowledge as of the date of this press release:
none of the foregoing participants individually beneficially owns in excess
of 5% of Symbol's common shares or 5% of Telxon's common shares; and except
as disclosed above, 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.
SOURCE Telxon Corporation 11/28/2000
# # #
CONTACT: Alex L. Csiszar
Vice President, Investor and Public Relations
Telxon Corporation
330-664-2961
or [email protected]//Company News On-Call:
http://www.prnewswire.com/comp/847150.html or fax, 800-758-5804, ext. 847150/
/Web site: http://www.telxon.com http://www.symbol.com/ (TLXN SBL)
