Motorola Mobility on Thursday announced that stockholders voted to approve Google’s proposed $12.5 billion merger. At the company’s special stockholder meeting on Thursday, roughly 99% of Motorola shares voting cast their vote in favor of the acquisition, which amounts to $40 per share in cash for complete ownership of Motorola Mobility Holdings, Inc. “We are pleased and gratified by the strong support we have received from our stockholders, with more than 99 percent of the voting shares voting in support of the transaction,” Motorola Mobility CEO Sanjay Jha said in a statement. “We look forward to working with Google to realize the significant value this combination will bring to our stockholders and all the new opportunities it will provide our dedicated employees, customers, and partners.” First announced back in August, Google intends to acquire Motorola Mobility and run it as a separate entity in terms of operations. As Google CEO Larry Page explained, however, patents are also a big part of the deal. Google intends to use the tens of thousands of patents it will control as a result of the merger as a new line of defense in a series of patent battles between its various Android partners and aggressively litigious companies like Apple and Microsoft. Motorola’s full press release follows below.
Motorola Mobility Stockholders Approve Merger with Google
Nov. 17, 2011
LIBERTYVILLE, Ill. – Nov. 17, 2011 – Motorola Mobility Holdings, Inc. (NYSE: MMI) (“Motorola Mobility”) today announced that at the Company’s Special Meeting of Stockholders held today, stockholders voted overwhelmingly to approve the proposed merger with Google Inc. (NASDAQ: GOOG) (“Google”).
Approximately 99 percent of the shares voting at today’s Special Meeting of Stockholders voted in favor of the adoption of the merger agreement, which represented approximately 74 percent of Motorola Mobility’s total outstanding shares of common stock as of the October 11, 2011 record date for the Special Meeting.
Sanjay Jha, chairman and CEO of Motorola Mobility, said, “We are pleased and gratified by the strong support we have received from our stockholders, with more than 99 percent of the voting shares voting in support of the transaction. We look forward to working with Google to realize the significant value this combination will bring to our stockholders and all the new opportunities it will provide our dedicated employees, customers, and partners.”
As previously announced on August 15, 2011, Motorola Mobility and Google entered into a definitive agreement for Google to acquire Motorola Mobility for $40.00 per share in cash, or a total of approximately $12.5 billion. The Company previously disclosed that it expected the merger to close by the end of 2011 or early 2012. While the Company continues to work to complete the transaction as expeditiously as possible, given the schedule of regulatory filings, it currently believes that the close is expected to occur in early 2012. It is important to note however, that the merger is subject to various closing conditions, and it is possible that the failure to timely meet such conditions or other factors outside of the Company’s control could delay or prevent the Company from completing the merger altogether.