Psion Acquires Teklogix

Psion PLC, a UK-based mobile internet and corporate networks solutions company, agreed on July 12, 2000 to acquire Teklogix International Inc., a well known producer of mobile communication systems for commercial and industrial users. Psion, which is listed on the London Stock Exchange, has a market capitalization of approximately $6 billion. Teklogix is listed on the TSE. The transaction values Teklogix at approximately $550 million based on the trading prices of Psion of £6.50 at the time of the announcement. Psion’s trading price increased immediately after the announcement of the transaction.

Under the merger agreement Teklogix shareholders will be able to elect to receive a mix of consideration including Psion ordinary shares, shares of a Canadian subsidiary of Psion exchangeable into Psion ordinary shares and cash, subject to a maximum cash amount of $225 million. The final value of the consideration to be offered will be based on the weighted average of the Psion trading prices in a period of ten trading days ending the trading day prior to the meetings of both companies to approve the transaction, subject to certain “collars”. The transaction features a double collar that adjusts the exchange ratio depending on the trading price of the Psion ordinary shares.

Psion is represented by Osler, Hoskin & Harcourt LLP, comprised of a team of Don Ross, Chris Murray, Doug Marshall, Dana Di Bartolo, Victoria Graham (corporate), Scott Wilkie and Steve Suarez (tax), Michelle Lally and Shuli Rodal (regulatory) and Larry Lowenstein and Jeremy Dacks (court approval). Teklogix is represented by John Stransman, Brian Pukier, Roberta Carano and Melissa Ross (corporate), John Lorito and Dean Kraus (tax), Paul Collins and Eric Dufour (regulatory), Eliot Kolers and Elizabeth Pillon (court approval) of Stikeman Elliott. The principal shareholders are represented by Jeff Barnes and Will Fung of Fraser Milner Casgrain. William Underhill, of Slaughter and May, Psion’s regular outside counsel, supervised the transaction for Psion PLC in the United Kingdom.