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

The biggest wave of deals for mobile-phone assets in more than a decade may help Research In Motion Ltd. (RIMM)’s shareholders almost double their money in a sale.

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. (more…)

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. (more…)

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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.” (more…)