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How Google and Motorola reached a deal

by Olaf de Senerpont Domis  |  Published September 15, 2011 at 10:01 AM

DroidBionicWithLogo227x128.jpgGoogle Inc.'s original bid for Motorola Mobility Holdings Inc. was 33% below the final agreed-upon acquisition price of $12.3 billion, or $40 per share, according to regulatory documents filed late Tuesday, Sept. 13.

Libertyville, Ill.-based Motorola laid out in a proxy statement filed with the Securities and Exchange Commission the speed in which talks led to a definitive agreement -- less than six weeks to arrive at the deal announced Aug. 15. The proxy statement also highlights how the $4.5 billion purchase in July by Apple Inc. and a consortium of other technology companies of a portfolio of wireless patents from Nortel Networks Inc. shook up the industry.

Motorola said the discussions that led to the deal began in early July, when Andy Rubin, Google's senior vice president of mobile, contacted Motorola chairman and CEO Sanjay Jha. The aim of the meeting was to discuss Apple's purchase of Nortel's patents. Discussions between the companies, including talk of a potential acquisition of Motorola's patent portfolio, continued through mid-July.

Carl Icahn, who at the time owned about 11% of Motorola, hastened talks when he publicly, via an SEC filing, urged Motorola to "explore alternatives" for its patent portfolio. Following this, Rubin and Google senior vice president and chief business officer Nikesh Arora conveyed to Jha "the importance of acting with speed and confidentiality," according to the Motorola filing.

On Aug. 1, Mountain View, Calif.-based Google sent a letter to Motorola's board offering $30 per share in cash for the company. Motorola on the same day hired Qatalyst Partners, the filing said. The Qatalyst bankers on the deal included George Boutros and founder Frank Quattrone.

Four days later, Motorola rejected Google's $30 offer, and an unnamed representative from Qatalyst suggested Google up its offer to $43.50 per share. Google a few days later bumped the offer to $40 per share.

Naturally, much discussion ensued within each company and between them. Bankers from Qatalyst, as well as Centerview Partners LLC's David Handler and David St. Jean, discussed with Motorola the possibility of soliciting bids from other parties but determined it would be best to negotiate with a single acquirer rather than putting the company on the block.

Motorola's board unanimously approved Google's $40 per share offer, after being advised by its bankers that it was fair, on the evening of Aug. 14, and announced the deal, the largest in Google's history, the following morning.

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Tags: Android platform | Andy Rubin | Apple Inc. | Carl Icahn | Centerview Partners LLC | David Handler | David St. Jean | Droid | Droid Bionic | Frank Quattrone | George Boutros | Google Inc. | Motorola Mobility Holdings Inc. | Nikesh Arora | Nortel Networks Inc. | proxy statement | Qatalyst Partners | Sanjay Jha | SEC

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Olaf de Senerpont Domis

Bureau chief, West Coast; Editor, venture capital

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