UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Xplore
Technologies Corp.
(Name of Subject Company (Issuer))
Wolfdancer Acquisition Corp.
(Name of Filing PersonOfferor)
Zebra Technologies Corporation
(Names of Filing PersonParent of Offeror)
Common Stock, par value $.001 per share
(Title of Class of Securities)
983950700
(CUSIP Number
of Class of Securities)
Jim Kaput
Senior Vice President, General Counsel and Corporate Secretary
Zebra Technologies Corporation
3 Overlook Point, Lincolnshire, IL 60069
(847) 634-6700
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
R. Scott Falk, P.C.
Maggie D. Flores
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
CALCULATION
OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$74,774,060.00
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$9,309.37
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(1)
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Estimated for purposes of calculating the filing fee only. The calculation assumes the purchase of 11,925,620
shares of common stock of Xplore Technologies Corp. The transaction value also includes: (i) the aggregate consideration for 1,040,282 shares issuable pursuant to outstanding options with an exercise price less than $6.00 per share, which is
calculated by multiplying the number of shares underlying such outstanding options by an amount equal to $6.00 minus the weighted average exercise price of such options; (ii) the aggregate consideration for 177,500 shares underlying restricted
stock units and (iii) the aggregate consideration for up to 6,456 additional shares that may be issued under Xplore Technologies Corp.s employee stock purchase plan.
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(2)
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Calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, and Fee Rate
Advisory #1 for fiscal year 2018, issued August 24, 2017, by multiplying the transaction value by 0.0001245.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $9,309.37
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Filing Party: Zebra Technologies Corporation
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Form or Registration No.: Schedule TO
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Date Filed: July 17, 2018
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third-party offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13e-4.
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Going-private transaction subject to Rule 13e-3.
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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