Google will pay a hefty breakup fee of $2.5 billion to Motorola Mobility if the search giant’s proposed $12.5 billion buyout of the Libertyville smartphone-maker falls apart, according to regulatory documents filed Thursday with the U.S. Securities and Exchange Commission.

The breakup fee was reported this week by several media outlets, which noted the outsize amount. The $2.5 billion figure represents 20 percent of the proposed purchase price. By way of comparison, the breakup fee in AT&T’s planned $39 billion acquisition of T-Mobile is $3 billion, or just more than 7 percent of the bid.

Motorola Mobility will pay $375 million to Google if it calls off the deal “under certain specified circumstances,” including if the company receives what it deems a “superior proposal.” Such a proposal would have to be a written proposal to acquire either all of Motorola Mobility’s noncash assets or more than 50 percent of the company’s outstanding shares. Motorola Mobility’s board of directors would also have to determine in good faith that the proposal was a better deal for shareholders than Google’s offer.

The boards of both Google and Motorola Mobility unanimously approved the deal, which was announced Monday and still requires regulatory approval.

article source : http://www.chicagotribune.com/business/ct-biz-0819-moto-proxy-20110819,0,173577.story

Led by Google Inc. (GOOG)’s takeover of Motorola Mobility Holdings Inc. and Nortel Networks’ patent auction, acquisitions of wireless and telecommunications equipment makers may top $27 billion this year and approach the record in 1999, according to data compiled by Bloomberg. After Google agreed this month to pay a dot-com era premium for Motorola and its patents, RIM, maker of the BlackBerry, may now be worth almost $25 billion, an estimate from Morgan Keegan & Co. showed.

Once valued at $83 billion, RIM has fallen 83 percent as Apple Inc. (AAPL)’s iPhone and Google’s Android platform lured away smartphone customers. With Google also gaining Motorola’s handset business, RIM may now attract interest from Samsung Electronics Co. and Microsoft Corp. (MSFT), Stewart Capital said. A buyer would get a smartphone maker that is still dominant among corporate clients, runs its own operating system and offers greater security with its own e-mail servers. Paying twice RIM’s value of $13.5 billion would still be a discount to rivals.

“It gives a potential acquirer scale and share in a market that’s rapidly being dominated by Google and Apple,” said Malcolm Polley, who oversees $1 billion as chief investment officer at Stewart Capital in Indiana, Pennsylvania. Buying RIM makes sense for Samsung because “Google all of a sudden has become a competitor,” he said.

“It might be valuable for someone like Microsoft that’s trying to make inroads into the handheld space,” he said.

Relative Value

Titus Kim, a spokesman at Suwon, South Korea-based Samsung, declined to comment on whether it would consider buying RIM.

Peter Wootton, a spokesman for Redmond, Washington-based Microsoft, said the company doesn’t comment on rumor or speculation. Marisa Conway, a spokeswoman at Waterloo, Ontario- based RIM, also said it doesn’t comment on rumor or speculation.

Since peaking in June 2008, RIM’s market value has plummeted almost $70 billion. The decline in the stock is the biggest among communications-equipment providers worth at least $10 billion, data compiled by Bloomberg show.

Over the same span, Cupertino, California-based Apple has doubled to become the world’s second-largest company with a market capitalization of $339 billion, the data show.

RIM, which introduced a new lineup of BlackBerry phones this month, a year after its last new devices, is losing out as consumers spurn its aging models for iPhones and handsets running Android software.

Android Platform

Cheaper Android phones are also making inroads in Latin America, Asia and Europe, threatening the popularity of RIM’s less expensive BlackBerry models such as the Curve.

RIM’s share of the global smartphone market fell to 12 percent in the second quarter from 19 percent a year earlier, according to Gartner Inc. Google’s Android became the leading mobile-phone operating system in the same period, rising to 43 percent, while Apple climbed to 18 percent.

About two years ago, RIM controlled more than half the North American market, according to Sanford C. Bernstein & Co.

While Jim Balsillie and Mike Lazaridis, RIM’s co-chief executive officers, said in June that their commitment to RIM is “stronger than ever,” Mountain View, California-based Google’s $12.5 billion deal for Motorola may bolster RIM’s value to potential bidders.

Google agreed to buy Motorola for $40 a share, or 73 percent more than the Libertyville, Illinois-based company’s 20- day trading average, data compiled by Bloomberg show. That’s the highest premium for a wireless-equipment takeover greater than $500 million since 1999, the data show.

Takeovers, Asset Sales

A group led by Apple paid $4.5 billion for Nortel’s patents in June. The auction ended after 19 rounds with a price that was five times more than Google’s bid before the process began.

With wireless technologies becoming more complex and smartphone sales forecast to double by 2015, takeovers and asset sales in the industry have increased as handset makers try to gain leverage over their competitors.

The value of deals in the wireless and telecommunications equipment industry is on pace to reach the highest level since $30.2 billion in transactions were announced in 1999, according to data compiled by Bloomberg. Based on the implied revenue multiple Google paid for Motorola’s smartphone business, RIM could be worth $47 a share, or an 82 percent premium, said Tavis McCourt, an analyst at Morgan Keegan in Nashville, Tennessee.

William Blair & Co.’s Anil Doradla says RIM could get even more in a takeover because of the Google-Motorola deal.

‘100 Percent Premium’

“Giving RIM even a 100 percent premium over the market cap shouldn’t be too much of a problem,” Doradla, an analyst in Chicago, said in a telephone interview.

At $52 a share, about double RIM’s price yesterday, the company would be valued at more than $27 billion, data compiled by Bloomberg show. At that level, RIM would sell for 10.2 times next year’s earnings, less than the average communications equipment provider, which trades at 11 times profit.

RIM’s patents alone could be worth as much as $5 billion, based on what Apple and Google each paid for patents owned by Nortel and Motorola, respectively, according to Shaw Wu, an analyst at Sterne Agee & Leach Inc. in San Francisco.

“It’s got to the point that you have two titans” in Apple and Google, he said in a telephone interview. RIM is “almost fighting the impossible war. The best outcome for RIM shareholders is to get acquired,” he said.

Samsung, Microsoft

Analysts at Morgan Keegan, William Blair and Detwiler Fenton & Co. say that Samsung, the maker of Galaxy smartphones, would be the company most likely to buy RIM.

Samsung, which has struggled to sell handsets based on its own software, uses Google’s Android platform in its mobile phones. The Google-Motorola deal may increase Samsung’s concern Google will become a competitor in the handset business and give Motorola earlier access to the newest Android technology, according to Morgan Keegan’s McCourt.

“The only way to get you out of this game of being completely beholden to operating system vendors is to own your own operating system,” he said. “There is only one company in the world left that has its own operating system with enough users to be relevant and that’s RIM.”

Microsoft, the world’s largest software maker, could buy RIM to build its smartphone share and gain a device to complement its Windows Phone 7 platform, said Paul Taylor, Toronto-based chief investment officer at BMO Harris Private Banking, which oversees $14.5 billion and owns RIM shares.

Market Share

Microsoft’s share of mobile operating systems fell more than half to 1.6 percent in the second quarter from 4.9 percent a year earlier, according to Gartner. The slump came after Microsoft already failed with its Kin smartphone, scrapping the model last year after less than two months on the market.

“It would make sense for Microsoft if they want to really move their operating system forward,” Michael Yoshikami, chief executive officer and founder of YCMNet Advisors, which manages $1.1 billion in Walnut Creek, California, said in a telephone interview. “Windows 7 is losing market share.”

Still, Matt McCormick, a money manager at Cincinnati-based Bahl & Gaynor Inc., which oversees $4 billion, said buyers may not be willing to pay a significant premium for RIM.

“The real variable is what are you getting and what are you paying for it,” he said in a telephone interview. “You could see someone like a Samsung or Microsoft take a look at it, but if you equate it to housing — you have a mansion that’s come under disrepair in a neighborhood that’s very volatile.”

Vested Interests

“If RIM is going to sell, it’s because they’re feeling forced to do it and those sales never go well for the seller,” McCormick said.

Microsoft also has a partnership to provide Espoo, Finland- based Nokia Oyj (NOK1V), the world’s biggest maker of mobile phones by volume, with its Window Phone 7 software. That makes it unlikely Microsoft would buy RIM, according to Stephen Patel, an analyst at Gleacher & Co. in San Francisco.

Any takeover may need the approval of Canadian regulators. Prime Minister Stephen Harper’s government in November rejected Melbourne-based BHP Billiton Ltd.’s $40 billion hostile takeover of Saskatoon, Saskatchewan-based Potash Corp. of Saskatchewan after the province said the sale would cut jobs and tax revenue.

RIM’s co-CEOs are also the company’s biggest shareholders, with Balsillie holding a 5.9 percent stake and Lazaridis controlling 5.4 percent, data compiled by Bloomberg show.

‘A Better Omelet’

“Our commitment to RIM is stronger than ever and we know what we have to do jointly to accomplish and take RIM to the next stage of growth and success,” Lazaridis said on a June conference call. “While I can’t promise that there won’t be bumps in the road ahead, I can assure you that Jim and I have never been more committed to the business and that our interests remain closely aligned with those of our shareholders.”

Lazaridis, who invented the BlackBerry to handle mobile e- mail, has shared the role of CEO with Balsillie since 1992. They are also both co-chairmen of RIM.

For Ronald Gruia, an analyst at Frost & Sullivan, RIM still makes for an attractive takeover target.

“Maybe you could do a better omelet with the ingredients RIM has,” he said in a telephone interview. “They are still a player to beat in the enterprise.”

article source : http://www.bloomberg.com/news/2011-08-19/rim-rallies-100-in-sale-value-as-google-motorola-lures-samsung-real-m-a.html

Two weeks ago, when I first wrote about the problems with Google+ and identity/pseudonymity, some people misunderstood. They believed that I was speaking about a virtual worlds issue (solely and specifically), and what’s more, a personal one, even though I was clear, using very small words that the issues raised by this controversy have little to do with virtual worlds per se, and have no effect on me personally, whatsoever.

The Google+ identity dust-up only started with virtual worlds because that group were the first to predict the oncoming freight train, not because they were the only ones impacted. Since the time I wrote that article, the stain of this issue has spread all over the world. It’s become more and more obvious that this is a big problem and a public relations headache of a proportion Google may not have anticipated, but almost certainly should have.

So far, Google’s handling of the issue has been, at best, a bit ham-handed. Defense of the policy while adamant, is easily shot through with holes so large you could drive a train through them, leaving a result that cannot logically be supported past the point of “because I said so.” Though Google is perfectly allowed to try that tactic, I’m not sure how well it’s going to hold up for a company that has traded on a “do no evil” philosophy. To be clear, there’s plenty about Google’s stance that is evil, and has the potential to do real harm.

But Google eventually had to say something, and Brad Horowitz has done so. Of note is the following:

“MYTH: Google doesn’t care about ____. (businesses, teenagers, organizations, pseudonymous usage, disadvantaged populations, etc.)

We aspire to having great solutions for these (and many more) use cases. While this may appear as easy as the stroke of a policy pen (“Just let the businesses in!”), we think we can do better. We’re designing features for different use cases that we think will make a better product experience both for them and for everyone else. Please don’t misconstrue the product as it exists today (4 weeks since entering Field Trial) as the ‘end state.’ We’re flattered that there’s so much passion and interest… and will continue to improve the product and innovate in ways that will hopefully surprise and delight.

To which I reply, after editing my words four times so my poor editors don’t have to do it for me:

You have it backwards. Consideration should be with those who could be harmed *FIRST*, not “after we get everyone else on board.”

This, right here, is where the PR nightmare really starts – because this shows priority, and a lack of prediction and foresight that considering the source, is largely indefensible. It’s clear though that camps are firmly dividing on the issue. But because the argument is heating up and gaining more and more press from ever larger sources (hi, BBC!) either way, Google loses from a public relations standpoint due to their lack of foresight and poor use of language and wording in their account signup process.

Meanwhile, Back At The Lab

After the Facebook marketing campaign collapse, Linden Lab decided to try to sort this mess out, by developing Social Profiles as a way to take matters into their own virtual hands. The timing turned out to be perfect, as Plusgate was just around the corner and a DIY approach from the Lab seemed to be the best way to go.

This week that project went fully live. If you go to https://my.secondlife.com/firstname.lastname, and hit the home button, you will be able to see your “feed”. I made my first (and only) post today just to show you what it looks like:

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Calpont Corporation, a provider of scalable, high-performance, column-oriented analytic databases, today announced the promotion of Jim Tommaney from Chief Product Architect to Chief Technology Officer (CTO). In this position, Tommaney will work closely with customers to help guide Calpont’s long-term technology strategy and keep it aligned with industry requirements.

“We are very fortunate to have Jim’s “next bench” expertise with 25 years of software development experience. His recognized expertise, forward-thinking, and strategic guidance will help Calpont continue to innovate in the areas of scalable solutions, improved data load procedures and integration support for the applications our customers use today and in the future.” said Jeff Vogel, CEO of Calpont. “Jim will continue to provide genuine innovation, and provide leading-edge solutions to keep moving the industry forward.”

Tommaney served as Chief Product Architect for the past four years. He has been responsible for the design and architecture for the InfiniDB product, a high-performance, horizontally-scalable and cost-effective database solution purpose-built for analytics, business intelligence and data warehousing. His broad expertise in design, managing and delivering performance for enterprise data architectures continues to be instrumental in the InfiniDB architecture. Tommaney holds a BBA from Texas A&M and a Masters in MIS from the University of Texas at Dallas and has provided data architecture leadership for teams up to 200 developers.

About Calpont
Calpont Corporation is a provider of scalable, high-performance analytic databases enabling ultra-fast, deep analysis of massive data sets. Its InfiniDB Enterprise Edition is the emerging choice for demanding data warehouse, Business Intelligence, reporting, analytic application and data mart deployments. Known for its quick implementation time, unmatched operational simplicity and unparalleled value, InfiniDB provides rapid access to critical business data for data-intensive businesses including those in the SaaS, retail, telecommunications and government industries. For more information, please visit www.calpont.com, or follow us at twitter.com/calpont.