Next Level claimed Motorola had not given shareholders all the information they needed to vote on the $30 million buyout bid. But the court disagreed, concluding that “Motorola has fully and adequately disclosed all material information and that its tender offer is not inequitably coercive.”
Next Level, a Rohnert Park, Calif., maker of broadband telecommunications equipment plans an appeal.
The company again urged shareholders to reject the offer from Schaumburg, Ill.-based Motorola, which already owns 74 percent of the company. Next Level executives say the bid fails to recognize the company’s potential. The offer deadline in March 4.
For its part, the mobile phone giant said the decision “demonstrates that Next Level’s efforts to block the stockholders consideration of the tender offer are without merit.”
Motorola acquired its Next Level stake by buying General Instrument Corp. in January 2000. At the time, Motorola was making acquisitions (as well as significant venture capital investments) to expand its presence and profits beyond handsets.
Since then, however, the telecom equipment market has been tripped by the economy. Carriers and communications providers have canceled or delayed orders, resulting in the failure of dozens of companies. Given this backdrop, Motorola provided Next Level with about $175 million in direct financing for operations and $30 million in guarantees.
But despite recently announced deals, and narrower losses in Next Level’s most recent quarter, Motorola worried that the firm’s stock price, which has languished below the market-required $1 per share mark in recent months, would cause potential customers to choose larger vendors.