The publishing of a merger agreement detailing Google’s $12.5 billion purchase of Motorola Mobility has identified that the smartphone vendor will not be able to solicit any other offers, reports Bloomberg.
Terms included in the merger agreement state that all employees and directors, outside advisers and legal counsel of the handset maker must have ceased all solicitation of other proposals by August 15. Ironically, Motorola’s board must still consider any unsolicited superior proposal it receives, as part of its fiduciary duty.
The agreement follows Google’s proposed takeover of Motorola’s handset business on Monday, which sees the search giant acquire the ability to manufacture its own handsets but also take control of Motorola’s extensive 17,000-rich patent portfolio. Google is reported to be positioning itself in preparation of potential legal action from Apple and other smartphone vendors over technologies it utilises in its Android operating system.
With both boards approving the acquisition, a clause in the contract states that Google must pay Motorola Mobility $2.5 billion if the deal fails to be completed, with the smartphone vendor paying Google $375 million if it decided to pull out of the deal.