Aug.15 (Bloomberg) -- Google Inc., maker of the Android mobile-phonesoftware, agreed to buy smartphone maker Motorola Mobility HoldingsInc. for $12.5 billion in its biggest deal, gaining mobile patents andexpanding in the hardware business.
Motorola shareholders will get $40 a share in cash,the companies said in a statement today. That’s 63 percent more thanMotorola Mobility’s closing price on the New York Stock Exchange onAug. 12. Both boards have approved the takeover.
Larry Page, Google’s co-founder who took over aschief executive officer in April, is transforming Google into asmartphone maker to take on Apple Inc.’s iPhone and gain more clout inthe wireless business. Motorola Mobility, under pressure to seekstrategic changes by activist investor Carl Icahn, gives Google morethan 17,000 patents the company can leverage in negotiations withcompetitors such as Apple.
“This is the next step in building their position inthe mobile world so they can distribute Google products and servicesthrough mobile phones and tablets,” said Clayton Moran, an analyst atBenchmark Co. in Boca Raton, Florida, who recommends Google shares.“They want a success with the Android platform and this will enhancetheir position in the mobile marketplace, as well as defend theirposition through the patent portfolio.”
Apple, which makes its own wireless software andhardware, briefly became the most valuable company in the world lastweek, helped by demand for the iPhone and the iPad tablet computer.
Motorola Mobility, based in Libertyville, Illinois,rose $13.92, or 57 percent, to $38.40 at 10:23 a.m. on the New YorkStock Exchange. Google, based in Mountain View, California, fell $5.77,or 1 percent, to $558 on the Nasdaq Stock Market. InterDigital Inc.,owner of mobile-phone patents that’s considering a sale, fell $14.87,or 20 percent, to $60.85.
‘Heck of a Premium’
Google is paying a premium of 73 percent comparedwith Motorola Mobility’s 20-day trading average price before today. Theaverage premium of more than 360 deals in the wireless- equipmentindustry on that basis was 32 percent in the past five years, accordingto Bloomberg data.
“This is a heck of a premium” said Lee Simpson, ananalyst at Jefferies International in London. Motorola Mobility’spatents are “a good counterweight if Apple comes after Google.”
Google agreed to pay Motorola Mobility $2.5 billionif the deal falls through, a person familiar with the matter said.Jennifer Erickson, a spokeswoman for Motorola Mobility, declined tocomment on the breakup fee.
Android Rivals
The deal -- the largest wireless-equipment deal inat least a decade, according to data compiled by Bloomberg -- alsomakes Google a competitor to the other handset makers that use Android.In addition to phones made by Motorola Mobility, the software runshandsets made by companies such as Samsung Electronics Co. and HTC Corp.
“Google making an acquisition of one distinct playeris going to put Samsung and HTC back on their heels and thinking, ‘Dowe need to go forward with this platform?’” Simpson said. “‘Are thereother platforms we can use?’ It might start to put Microsoft into focusas an alternative platform,” he said, referring to Microsoft Corp.’sWindows Mobile software.
Android, which Google gives away for free, willremain available to other manufacturers, the company said. WinstonYung, chief financial officer of HTC, gave his support to the deal,saying it will strengthen “the whole Android ecosystem.”
Google said Samsung and Android-phone manufacturersSony Ericsson Mobile Communications AB and LG Electronics Inc. alsosupport the transaction.
Microsoft rose 35 cents, or 1.4 percent, to $25.45in early trading. Nokia Oyj, which plans to start making Windowsphones, climbed 10 percent to 4.14 euros in Helsinki.
‘New Ground’
Android was the best-selling smartphone operatingsystem in the second quarter as sales rose more than fourfold to 43.3percent of the market, led by Samsung and HTC, according to researchfirm Gartner Inc. Apple had an 18.2 percent share, the researcher said.While Motorola Mobility’s Droid phones have found a following in theU.S., globally the company ranks outside the top players in thesmartphone market.
“The combination of the two companies is going tocreate tremendous shareholder value, drive great user experiences andaccelerate innovation,” Page said today on a conference call. “Motorolaalso has a strong patent portfolio, which will help protect Androidfrom anticompetitive threats from Microsoft, Apple and other companies.”
End for Pioneer
The deal marks an end as an independent company fora company that helped pioneer mobile phones and introduced its firstconsumer handset in the early 1980s.
Motorola announced a plan to spin off itsmobile-phone business in March 2008 amid market share losses andpressure from billionaire Icahn. The company then delayed the move amidthe global recession before completing the split in January. MotorolaInc. became Motorola Solutions Inc., which makes radio equipment toemergency workers and scanning devices for retailers.
Last month, Icahn urged Motorola Mobility to explorealternatives for its patent portfolio after Nortel Networks Corp. soldwireless-technology intellectual property for $4.5 billion.
“This is a great outcome for all shareholders ofMotorola Mobility, especially in light of today’s markets,” Icahn saidtoday in a statement. “Motorola is activism at its best and we applaudmanagement and the board for acting so responsibly.”
Since the January spinoff, Motorola Mobility shareshave lost about a fifth of their value as the company has struggled toreturn to profitability and keep pace with larger rivals such asSamsung and Apple.
Qatalyst Partners advised Motorola and Wachtell,Lipton, Rosen & Katz LLP provided legal help. Lazard Ltd. advisedGoogle and Cleary Gottlieb Steen & Hamilton LLP was the legalcounsel.
--With assistance from Jonathan Browning in London and Serena Saitto in New York. Editors: Ville Heiskanen, Cecile Daurat 作者: 拉普拉多 时间: 2011-8-16 10:04
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