This Tender Offer Statement on Schedule TO (which, together with any amendments and
supplements hereto, collectively constitute this “Schedule TO”) is filed by (i) Wolfdancer Acquisition Corp., a Delaware corporation (the “Purchaser”), and a wholly owned subsidiary of Zebra Technologies Corporation, a
Delaware corporation (“Parent”), and (ii) Parent. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Xplore
Technologies Corp., a Delaware corporation (“Xplore”), at a purchase price of $6.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated July 17, 2018 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or
supplemented, the “Letter of Transmittal”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (and which, together with the Offer to Purchase, constitute the “Offer”).
All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of
this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO.
References to specific sections
of the Offer to Purchase herein refer to the numbered sections under the heading “The Tender Offer,” except for references to the “Summary Term Sheet” and “Introduction” headings.
Item 1.
Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2.
Subject Company Information.
(a)
Name and Address.
The name of the subject company and the issuer of the securities to which this Schedule TO relates is Xplore
Technologies Corp., a Delaware corporation. Xplore’s principal executive offices are located at 8601 RR 2222, Building II, Suite 100, Austin, Texas and its telephone number is (512)
336-7797.
(b)
Securities.
This Schedule TO relates to the Offer by the Purchaser to purchase all of the Shares at a purchase price of $6.00 per
Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal. Xplore has advised Parent and the
Purchaser that, as of the close of business on July 13, 2018, there were (i) 11,925,620 Shares outstanding, (ii) 1,480,685 Shares issuable pursuant to options and (iii) 177,500 Shares underlying restricted stock units.
(c)
Trading Market and Price.
Information concerning the principal market in which the Shares are traded and the high and low sales
prices for the Shares in the principal market for each quarter during the last two years is set forth in the section of the Offer to Purchase under the caption THE TENDER OFFER—Section 6 (“Price Range of Shares; Dividends”) and
is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
(a)-(c)
Name and Address; Business and Background of Entities; and Business and Background of Natural Persons.
The information set
forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 8 (“Certain Information Concerning Parent and Purchaser”) and Schedule I attached thereto