Microsoft to acquire Nokia's devices business for $7.17 billion

Microsoft announced Monday night that it will purchase Nokia’s devices business in a deal that will bring the Lumia smartphone line—along with Nokia CEO Stephen Elop—under the Microsoft umbrella.

The deal has been valued at 5.44 billion euros ($7.17 billion), wth 1.65 billion euros of that going to license Nokia’s patents. Microsoft will also provide Nokia an additional 1.5 billion euros ($1.98 billion) in convertible notes that Nokia can exercise. Microsoft isn’t buying Nokia as a whole, as the Nokia Siemens Networks enterprise business, Nokia’s HERE brand, the office of the CTO, and Nokia’s patent portfolio are not direct components of the deal.

The synergies of the aquisition are obvious. Elop led the Microsoft Business Division until 2010, at which point he became Nokia’s chief executive, forging deep ties with Microsoft, and almost totally committing his company to the Windows Phone platform. Elop will lead “an expanded Devices business” at Microsoft, the company said, and will report directly to soon-to-be-departing CEO Steve Ballmer. Julie Larson-Green, who currently leads the Devices and Studios business (which includes the Xbox One and Surface tablets) will report to Elop after the deal is expected to close in the first quarter of 2014.

The most important piece of the puzzle is Nokia’s phone business, including the Lumia brand. Nokia sold 7.4 million Lumia phones in the second quarter of 2013, and 53.7 million units overall. For now, Microsoft said that it would license the Nokia brand and use it with current Nokia phone products. Lumia, presumably, will fall under the Microsoft brand name.

”One brand, united voice,” Microsoft said in a presentation packet explaining the deal.

image: michael homnick
The Lumia 1020 and its stablemates are destined for Microsoft ownership.

Of course, the deal is a slap in the face to HTC (among other handset makers), which must now assume it will play permanent second fiddle to Nokia in the Windows Phone smartphone game. Indeed, the HTC 8X was a key hardware element of Microsoft’s Windows Phone 8 launch, but overall the Lumia name has become synonymous with Windows Phone, and Windows Phone ranks third among smartphone platforms, with a tiny 3.2 percent in May.

Nevertheless, Microsoft’s Steve Ballmer, who roiled the waters when he unexpectedly said he would step down within a year’s time, painted the deal as a positive for the company.

“It’s a bold step into the future—a win-win for employees, shareholders, and consumers of both companies,” Ballmer said in a statement. “Bringing these great teams together will accelerate Microsoft’s share and profits in phones, and strengthen the overall opportunities for both Microsoft and our partners across our entire family of devices and services. In addition to their innovation and strength in phones at all price points, Nokia brings proven capability and talent in critical areas such as hardware design and engineering, supply chain and manufacturing management, and hardware sales, marketing and distribution.”

All told, approximately 32,000 Nokia employees are expected to transfer to Microsoft, including 4,700 people in Finland and 18,300 employees directly involved in manufacturing, assembly, and packaging of products worldwide, Nokia said.

“For Nokia, this is an important moment of reinvention and from a position of financial strength, we can build our next chapter,” said Risto Siilasmaa, Chairman of the Nokia Board of Directors and, following today’s announcement, Nokia Interim CEO. “After a thorough assessment of how to maximize shareholder value, including consideration of a variety of alternatives, we believe this transaction is the best path forward for Nokia and its shareholders.”

Microsoft has not been the only OS company to buy its way into the hardware market— Google bought Motorola in 2011 for about $40.5 billion, a deal suspected to be as much for Motorola’s enormous patent portfolio as for its hardware business. That much, at least, seems to be true: Motorola hadn’t released a phone until its update to the Droid line this summer, as well as the Moto X.

But with Nokia, Microsoft also gains a long-term patent licensing agreement with Qualcomm, as well as other licensing agreements. Nokia will retain its patent portfolio and will grant Microsoft a 10-year license to its patents at the time of the deal closing. Microsoft will grant Nokia reciprocal rights to use Microsoft patents in its HERE services. In addition, Nokia will grant Microsoft an option to extend this mutual patent agreement in perpetuity, the company said. Microsoft will become a strategic licensee of the HERE platform, and will separately pay Nokia for a four-year license.

Microsoft said that it will continue to support the iPhone and Android platforms, but that it “cannot risk having Google or Apple foreclose app innovation, integration, distribution, or economics”.

“This is a smart acquisition for Microsoft, and a good deal for both companies,” Ballmer wrote in a note to employees. “We are receiving incredible talent, technology and IP. We’ve all seen the amazing work that Nokia and Microsoft have done together.  Given our long partnership with Nokia and the many key Nokia leaders that are joining Microsoft, we expect a smooth transition and great execution.”

Microsoft plans to hold a conference call Tuesday morning to explain the deal to Wall Street analysts.

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