MOTOROLA MOBILITY DEAL BY GOOGLE
In fact, according to the filing, Google senior vice president Andy Rubin first reached out to Motorola Mobility in early July 2011 to discuss the purchase by some of Googles competitors of the patent portfolio of Nortel Networks Corp., and to assess its potential impact on the Android ecosystem.
Google boosted its offer for Motorola Mobility by 33% in a single day in early August, even though Motorola wasnt soliciting competing bids. The aggressive bidding by Google showed that the search giant was under considerable pressure to beef up its patent portfolio to protect its promising Android franchise from a growing number of legal challenges.
According to the filing, Google and Motorola began discussions about Motorolas patent portfolio in early July, as well as the intellectual property litigation and the potential impact of such litigation on the Android ecosystem.
Although the two companies discussed the possibility of an acquisition after the initial contact by Mr. Rubin, it was only after Motorola pushed back on the idea of patent sale that the acquisition talks picked up steam.
The turning point came during a meeting on July 6. At the meeting, Motorola CEO Sanjay Jha discussed the protection of the Android ecosystem with Google senior vice president Nikesh Arora, and during that talk Jha told Arora that it could be problematic for Motorola Mobility to continue to as a stand-alone entity if it sold a large portion of its patent portfolio.
In connection with these discussions, the two companies signed a confidentiality and non-disclosure agreement that allowed Google to do due diligence on the companys patent portfolio.
On July 21 and July 23, Jha met with Arora and Rubin to discuss strategic options between the two companies, agreeing to continue to discuss a potential sale.
On July 27, Motorola pushed the sale idea even harder when it requested that Google expand its confidentiality agreement to cover due diligence relating to a possible acquisition of Motorola.
Google got the message. The next day, Mr. Jha, Mr. Arora and Google chief legal officer David Drummond met to discuss the terms of an acquisition of the whole company. Arora and Drummond talked price for the first time, telling Jha that Google was considering an offer in the range in the high $20s or low $30s.
On August 1, Google sent Motorola a letter offering the company $30 a share, and requested a response by August 4. The same day Motorola hired Qatalyst Partners and Centerview as its advisors.
On August 5, Motorola, advised by Qatalyst Partners, rejected the offer and suggested $43.50. Qatalyst Partners suggested to Drummond that Google increase its price to $43.50 a share.
On Aug. 9, Arora came back with an offer of $37 a share over the phone to Jha. Jha told Arora that he would be prepared to recommend that its board consider accepting an offer of $40.50 or higher.
Later that day, Google responded with a new offer of $40 a share.
On August 14, Motorola director Daniel Ninivaggi told the board that Carl Icahn, a large shareholder of the company who had urged Motorola to explore alternatives to its patent portfolio, would support the proposed merger without a voting agreement.
On the morning of August 15, the two companies entered into a merger agreement at the offered price of $40.
On November 17, Motorola Mobility stockholders approved the proposed merger with Google Inc.