Google Inc Lenovo confirms to acquire Motorola Mobility assets for $2.91B
- Lenovo Board is pleased to announce that on January 30, 2014 (before trading hours), the Company entered into the Acquisition Agreement with Google in respect of the Transaction, pursuant to which the Company conditionally agreed to acquire, and Google conditionally agreed to sell, the Sale Shares, representing 100% of the issued and outstanding equity interests in Motorola Mobility.
- The Consideration payable by the Company to Google for the sale and purchase of the Sale Shares is the aggregate amount of US$2,910,000,000 (equivalent to approximately HK$22,581,600,000) consisting of:
1. the Cash Consideration of US$660,000,000 (equivalent to approximately HK$5,121,600,000) payable in cash to Google on the Completion Date, subject to the Cash Adjustment, the Share Adjustment and the Deferred Consideration Reduction;
2. the Share Consideration, subject to the Share Adjustment, in the form of Consideration Shares equal in aggregate value to US$750,000,000 (equivalent to approximately HK$5,820,000,000) based upon the Closing Share Price, but limited to a maximum of 618,301,731 Shares and a minimum of 505,883,235 Shares, credited as fully paid and to be issued to Google (or its designee) at Completion;
3. the Deferred Consideration of US$1,500,000,000 (equivalent to approximately HK$11,640,000,000) payable on the third anniversary of the Completion Date in cash, on and subject to the terms of the Promissory Note to be issued by the Company to Google at Completion, subject to (i) any reduction, at Googles election pursuant to the Acquisition Agreement, of any amount owing to the Company by Google under the Cash Adjustment, and (ii) the Deferred Consideration Reduction.
INTELLECTUAL PROPERTY ARRANGEMENTS
- Pursuant to an internal restructuring of the Business to be undertaken by the Motorola Mobility Group prior to Completion, certain patents owned by the Motorola Mobility Group as at the date of this announcement will be transferred from the Motorola Mobility Group to the Google Group prior to Completion. Accordingly, the Company will not be acquiring the Excluded IP as part of its share purchase of the Motorola Mobility Group under the Transaction.
- Under the terms of the IP License Agreement, Google, on behalf of itself and its subsidiaries, will grant a non-exclusive, royalty-free, worldwide and perpetual license to certain members of the Motorola Mobility Group with respect to the Excluded IP.