收购摩托罗拉移动的交易使得谷歌愈加接近与苹果正面交锋，同时谷歌正前所未有地深入研究用户获取和组合信息的方式。但交易的执行层面存在巨大风险。
谷
歌(Google Inc.)打造了斥资125亿美元收购摩托罗拉旗下手机业务的交易。此举可能重塑互联网巨头谷歌在手机世界的命运，同时还向谷歌提供了一座专利“军火库”，帮助其应对与苹果(Apple Inc.)等公司的法律大战。收购摩托罗拉移动(Motorola Mobility Holdings Inc.)是谷歌历史上规模最大的收购案。这桩交易将把谷歌推入竞争激烈的智能手机、平板电脑和有线电视机顶盒生产业务。这将令谷歌的员工队伍壮大近一倍，并考验该公司与其他手机生产商之间建立不久的联盟。
收购摩托罗拉移动的交易还将使搜索巨头谷歌获得逾1.7万项专利，使其可以在一系列起诉安卓(Android)系统的诉讼案中保护自己。安卓系统被用在全球1.50亿部手机上，包括摩托罗拉的Droid系列智能手机。
不过，随着谷歌走出身为软件生产商的“舒适地带”，该交易有着巨大的风险。谷歌将必须运营制造厂、管理库存、培养与运营商和零售商的关系。该交易必须通过美国司法部反垄断部门的审查。
相关报导
谷歌首席执行长佩奇(Larry Page)在接受采访时说，谷歌将继续向与摩托罗拉存在竞争关系的手机生产商推广自己的软件。他说，安卓的优势一直在于它的多样性，我们有39家手机生产商使用安卓系统。
业内观察人士仍然认为可能存在冲突。技术及市场研究公司Forrester Research分析师高尔文(Charles Golvin)说，谷歌从事的是向硬件生产商提供软件，收购一家硬件生产商不会使他们受到其他客户的喜欢。
他还说，宏达(HTC Corp.)和三星电子(Samsung Electronics Co.)等公司将可能生产更多搭载微软(Microsoft Corp.)手机操作系统的手机来对冲风险。宏达和三星开始时都使用安卓系统，作为与苹果竞争的一个途径。
佩奇说，摩托罗拉移动将继续作为一个独立业务运营，不会获得其他安卓手机生产商没有的优势。佩奇是谷歌创始人之一，今年早些时候接任首席执行长一职。
据知情人士说，在谷歌内部，这桩交易是严格保守的秘密，只有最高管理层参与。这位人士说，谷歌安卓团队部分高级成员在周一早上才首次获悉这桩交易。
该交易凸显了技术领域力量制衡的长期转移，从老牌制造公司向更年轻、更灵活的“标准制定者”转移，后者在互联网时代开始日渐成熟。
1月，摩托罗拉公司分拆成了两家公司；其中摩托罗拉解决方案公司（Motorola Solutions Inc.）专注于针对企业和政府的无线技术销售。更为突出的部分则是摩托罗拉移动。拥有82年历史的摩托罗拉是无线电领域的先锋，率先实现了手机商业化，但2007年至2009年期间由于手机业务急剧下滑亏损了43亿美元。
谷歌一直在寻求扩大对其安卓(Android)智能手机生产商的控制，它收购摩托罗拉移动的消息令华尔街欢呼。这笔交易还将让谷歌获得摩托罗拉的1.7万项专利，可用以捍卫自己的安卓手机操作系统。George Stahl报道。
杰哈在采访中说，在谷歌旗下，他会以自己过去三年的做事方式来管理摩托罗拉。他说，二者会共存，会有不同的目标、不同的评定方式。
与此同时，谷歌借助在互联网广告行业的主导地位成为了一家科技巨头。这项业务主要依靠的是个人电脑，因为很多人使用谷歌的搜索引擎来查找信息和产品。
但随着手机及其他设备成为消费者和企业使用的核心电子产品，谷歌正努力调整自己的定位，提供帮助用户随时随地浏览及搜索餐厅和商场的服务，在这方面谷歌落后于苹果等竞争对手。
苹果通过将软件和硬件整合成单一体验而创造了广受欢迎的设备。同样的，与摩托罗拉的交易为谷歌提供了一种方式，令其能够为包括手机、平板产品和电视机等在内的各种设备创造始终如一的体验。
凯鹏华盈创业投资基金（Kleiner, Perkins, Caufield & Byers）风险投资人墨菲（Matt Murphy）说，要让自己处于能赢的有利地位，最好的方法是能够影响和控制谷歌服务在硬件中的使用。
自2005年达成收购安卓的交易后，谷歌努力确保自己的搜索引擎成为智能手机和平板时代的主流。安卓原本是一家小公司，由鲁宾（Andy Rubin）领导，后者现在负责安卓的手机软件业务。谷歌曾是苹果的合作伙伴，为苹果提供搜索引擎和谷歌地图（Google Map）等应用程序。但现在二者是竞争对手。
摩托罗拉公司拥有的大量专利可能成为那场战役中的一个关键因素。和一些主要竞争对手相比，谷歌公司在移动技术领域的专利较少。该公司最近两起专利收购均以失败告终。
除了在受到指控的案件中进行反诉，谷歌可能利用摩托罗拉的专利给宏达等安卓合作伙伴提供法律援助。眼下宏达正深陷与苹果公司就安卓操作系统展开的诉讼。去年秋天摩托罗拉公司针对苹果公司提出专利侵权索赔，苹果公司提出反诉以示回应。
当被问及手机制造商是否要求谷歌付出更多努力以保护他们免受专利诉讼伤害，佩奇说，摩托罗拉公司在知识产权领域有大量专长。他指出宏达、三星电子和其它厂商发布的支持此次收购的声明暗示，这笔交易将给他们提供保护。
Paul Sakuma/Associated Press
摩托罗拉Xoom平板电脑
据知情人士透露，谷歌预计2012年初前能完成此次交易，交易的“分手费”为25亿美元现金。高额分手费可能暗示一些人担心此次交易的前景，即交易能否获监管层批准。眼下谷歌公司正在接受美国联邦贸易委员会（Federal Trade Commission）的反垄断调查。据知情人士透露，调查内容包括审查谷歌是否阻止使用其安卓操作系统的智能手机厂商使用谷歌竞争对手的服务。
佩奇说，他对这笔交易获得监管机构的批准很有信心。他又说我相信这对消费者来说是一个巨大利好，部分原因是这笔交易将能抵御那些针对安卓发起的、试图限制竞争的攻击。这里佩奇暗指那些指针对安卓手机厂商发起的诉讼。
相对于上周五摩托罗拉移动公司的收盘价，每股40美元的收购价格相当于63%的溢价。这也是迅速安抚投资者维权人士伊坎（Carl Icahn）的一种方式。伊坎最近指出摩托罗拉公司的专利组合是一项价值被低估的资产。
周一下午4点收盘时摩托罗拉移动公司的股价涨56%，至38.12美元；谷歌股价跌1%，至557.23美元。
伊坎在接受采访时说，谷歌做了一笔非常棒的交易。他们确实买了一大堆好东西。他们以相对便宜的价格得到了专利组合。
投资银行Lazard Ltd.和佳利律师事务所（Cleary Gottlieb Steen & Hamilton LLP）担任谷歌公司的收购顾问。小型投行Qatalyst Partners和Centerview Partners以及律所Wachtell, Lipton, Rosen & Katz担任摩托罗拉移动公司的顾问。
Amir Efrati/Spencer E. Ante
（更新完成）
（本文版权归道琼斯公司所有，未经许可不得翻译或转载。）
Google Inc. forged a $12.5 billion deal to buy Motorola's cellphone business, a move that could reshape the Internet giant's fortunes in the mobile world while also giving it an arsenal of patents for legal warfare with Apple Inc. and others.
The purchase of Motorola Mobility Holdings Inc., by far the largest in Google's history, thrusts the Internet company into the cutthroat business of making smartphones, tablet computers and cable set-top boxes. It will nearly double Google's work force and test the company's young alliance with other cellphone makers.
The Motorola deal also gives the search giant a trove of more than 17,000 patents to defend itself against a rash of lawsuits against its Android software─which powers more than 150 million devices world-wide, including Motorola's line of Droid smartphones.
But the deal, which must pass a review by the Justice Department's antitrust division, carries enormous risks as Google steps out of its comfort zone as a software maker. It will have to run manufacturing plants, manage inventory, and nurture relations with carriers and retailers.
People close to the deal said one of Google's motivations, in addition to the patent trove, was its desire to design not just the way gadgets work, but also how they look, giving it the sort of control over software and hardware that arch-rival Apple enjoys with its iPhone. Talks between Google and Motorola heated up only in recent months, the people said.
Google Chief Executive Larry Page, in an interview, said Google will continue to promote its software to phone makers that compete with Motorola. 'The strength of Android has been its diversity, and we have 39 handset makers' that use the software, he said.
Industry-watchers still see the potential for conflict. 'Google is in the business of supplying software to hardware makers, and buying one of those hardware makers isn't going to endear them to the rest of their customers,' said Charles Golvin, a Forrester Research analyst.
He added that companies such as HTC Corp. and Samsung Electronics Co., which all flocked to Android as a way to compete with Apple, will likely 'hedge their bets' by creating more devices using Microsoft Corp.'s mobile-operating system.
Mr. Page, a Google co-founder who took over as CEO earlier this year, said Motorola Mobility would continue to operate as a separate business and be given no advantages over other makers of Android-powered handsets.
Inside Google, the deal was a tightly guarded secret involving only top management, said a person familiar with the matter. Some senior members of Google's Android team first learned of the deal Monday morning, this person said.
The deal underscores a long-term shift in the power balance in technology from old-line manufacturing companies to younger, nimbler standard-setters that came of age during the Internet era.
In January, Motorola Inc. split itself into two companies; the second company, Motorola Solutions Inc., focused on sales of wireless technology to companies and governments. Motorola Mobility is the more prominent half of the 82-year-old radio pioneer that first commercialized the cellphone but managed to lose $4.3 billion between 2007 and 2009, thanks to a disastrous decline of its phone business.
Since then, Motorola Mobility Chief Executive Sanjay Jha has turned around the cellphone business by betting on Google's software and Verizon Wireless's need for a competitor to the iPhone, over which AT&T Inc. had an exclusive hold until this year. But his company now is a small player going up against bigger and diversified rivals.
Mr. Jha said in an interview that under Google he would run Motorola 'the way I've been doing things for the past three years.' The two businesses 'will coexist and will have different objectives, different ways to be judged,' he said.
Google, meanwhile, built a technology giant by becoming the dominant player in Internet advertising. That was largely a business built on the back of the personal computer as people used Google's search engine to find information and products.
But as phones and other devices become the central point of computing for consumers and businesses, Google is trying to position itself to provide services that help consumers navigate and search for places to eat and shop while on the go─areas in which it is lagging rivals such as Apple and others.
In the same way that Apple has created hit devices by integrating software and hardware into a single experience, the deal for Motorola gives Google a way to create a consistent experience across devices, including phones, tablets and TVs.
'The best way to put itself in a position to win is to be able to influence and control how' Google services end up in hardware, said Matt Murphy, a venture capitalist at Kleiner, Perkins, Caufield & Byers.
Since Google's 2005 deal to buy Android─a small company led by Andy Rubin, who now heads its mobile software efforts─the company has worked to ensure that its search engine becomes a mainstay in the age of smartphones and tablets. Google was once a partner with Apple, providing it with applications such as the search engine and Google Map. But now the two are competitors.
Motorola's patent trove could become an important factor in that battle. Google has fewer patents in mobile technology than some major competitors, and the company has lost out on two recent deals to buy patents.
Besides countersuing in the event it is attacked, Google could use the Motorola patents to lend a legal hand to Android partners such as HTC Corp., which is entangled in litigation with Apple over Android. Motorola last fall filed patent claims against Apple, which responded with a countersuit of its own.
When he was asked if handset makers had demanded Google do more to protect them from patent suits, Mr. Page said Motorola has 'tremendous expertise in intellectual property' and pointed to supportive statements by HTC, Samsung and others that implied the deal would give them protection.
Besides smartphones, the Motorola deal gives Google a clearer path into cable set-top boxes that can connect TVs to the Web; Google has already used Android to create a system called Google TV, which has sold slowly to date but could benefit from Motorola Mobility's strong position in living room devices.
Google expects to complete the transaction by early 2012, and is on the hook for a breakup fee of $2.5 billion in cash, according to a person familiar with the matter. The hefty amount may indicate some nervousness about the deal's regulatory prospects as Google is undergoing an antitrust probe by the Federal Trade Commission, which includes an examination of whether Google prevents smartphone manufacturers that use its Android operating system from using competitors' services, people familiar with the matter have said.
Mr. Page said he was 'confident this deal will be approved' by regulators. He added, 'I believe it's tremendously beneficial to consumers,' in part because the deal will act as a defense against 'anticompetitive attacks on Android that try to limit competition'─a reference to lawsuits against Android handset makers.
The $40-a-share offer is a 63% premium to the price Friday of Motorola Mobility's shares. It is also a way to quickly appease activist investor Carl Icahn, who recently argued the company's patent portfolio was an undervalued asset.
Shares of Motorola Mobility jumped 56% to $38.12 in 4 p.m. trading Monday, while Google slipped 1% to $557.23.
'Google got a pretty good deal,' Mr. Icahn said in an interview. 'They are really buying a lot of good stuff. They are getting the patent portfolio relatively cheaply.'
Lazard Ltd. and Cleary Gottlieb Steen & Hamilton LLP advised Google. Boutique investment banks Qatalyst Partners and Centerview Partners, and law firm Wachtell, Lipton, Rosen & Katz advised Motorola Mobility.
Amir Efrati/Spencer E. Ante
本文涉及股票或公司
The purchase of Motorola Mobility Holdings Inc., by far the largest in Google's history, thrusts the Internet company into the cutthroat business of making smartphones, tablet computers and cable set-top boxes. It will nearly double Google's work force and test the company's young alliance with other cellphone makers.
The Motorola deal also gives the search giant a trove of more than 17,000 patents to defend itself against a rash of lawsuits against its Android software─which powers more than 150 million devices world-wide, including Motorola's line of Droid smartphones.
But the deal, which must pass a review by the Justice Department's antitrust division, carries enormous risks as Google steps out of its comfort zone as a software maker. It will have to run manufacturing plants, manage inventory, and nurture relations with carriers and retailers.
People close to the deal said one of Google's motivations, in addition to the patent trove, was its desire to design not just the way gadgets work, but also how they look, giving it the sort of control over software and hardware that arch-rival Apple enjoys with its iPhone. Talks between Google and Motorola heated up only in recent months, the people said.
Google Chief Executive Larry Page, in an interview, said Google will continue to promote its software to phone makers that compete with Motorola. 'The strength of Android has been its diversity, and we have 39 handset makers' that use the software, he said.
Industry-watchers still see the potential for conflict. 'Google is in the business of supplying software to hardware makers, and buying one of those hardware makers isn't going to endear them to the rest of their customers,' said Charles Golvin, a Forrester Research analyst.
He added that companies such as HTC Corp. and Samsung Electronics Co., which all flocked to Android as a way to compete with Apple, will likely 'hedge their bets' by creating more devices using Microsoft Corp.'s mobile-operating system.
Mr. Page, a Google co-founder who took over as CEO earlier this year, said Motorola Mobility would continue to operate as a separate business and be given no advantages over other makers of Android-powered handsets.
Inside Google, the deal was a tightly guarded secret involving only top management, said a person familiar with the matter. Some senior members of Google's Android team first learned of the deal Monday morning, this person said.
The deal underscores a long-term shift in the power balance in technology from old-line manufacturing companies to younger, nimbler standard-setters that came of age during the Internet era.
In January, Motorola Inc. split itself into two companies; the second company, Motorola Solutions Inc., focused on sales of wireless technology to companies and governments. Motorola Mobility is the more prominent half of the 82-year-old radio pioneer that first commercialized the cellphone but managed to lose $4.3 billion between 2007 and 2009, thanks to a disastrous decline of its phone business.
Since then, Motorola Mobility Chief Executive Sanjay Jha has turned around the cellphone business by betting on Google's software and Verizon Wireless's need for a competitor to the iPhone, over which AT&T Inc. had an exclusive hold until this year. But his company now is a small player going up against bigger and diversified rivals.
Mr. Jha said in an interview that under Google he would run Motorola 'the way I've been doing things for the past three years.' The two businesses 'will coexist and will have different objectives, different ways to be judged,' he said.
Google, meanwhile, built a technology giant by becoming the dominant player in Internet advertising. That was largely a business built on the back of the personal computer as people used Google's search engine to find information and products.
But as phones and other devices become the central point of computing for consumers and businesses, Google is trying to position itself to provide services that help consumers navigate and search for places to eat and shop while on the go─areas in which it is lagging rivals such as Apple and others.
In the same way that Apple has created hit devices by integrating software and hardware into a single experience, the deal for Motorola gives Google a way to create a consistent experience across devices, including phones, tablets and TVs.
'The best way to put itself in a position to win is to be able to influence and control how' Google services end up in hardware, said Matt Murphy, a venture capitalist at Kleiner, Perkins, Caufield & Byers.
Since Google's 2005 deal to buy Android─a small company led by Andy Rubin, who now heads its mobile software efforts─the company has worked to ensure that its search engine becomes a mainstay in the age of smartphones and tablets. Google was once a partner with Apple, providing it with applications such as the search engine and Google Map. But now the two are competitors.
Motorola's patent trove could become an important factor in that battle. Google has fewer patents in mobile technology than some major competitors, and the company has lost out on two recent deals to buy patents.
Besides countersuing in the event it is attacked, Google could use the Motorola patents to lend a legal hand to Android partners such as HTC Corp., which is entangled in litigation with Apple over Android. Motorola last fall filed patent claims against Apple, which responded with a countersuit of its own.
When he was asked if handset makers had demanded Google do more to protect them from patent suits, Mr. Page said Motorola has 'tremendous expertise in intellectual property' and pointed to supportive statements by HTC, Samsung and others that implied the deal would give them protection.
Besides smartphones, the Motorola deal gives Google a clearer path into cable set-top boxes that can connect TVs to the Web; Google has already used Android to create a system called Google TV, which has sold slowly to date but could benefit from Motorola Mobility's strong position in living room devices.
Google expects to complete the transaction by early 2012, and is on the hook for a breakup fee of $2.5 billion in cash, according to a person familiar with the matter. The hefty amount may indicate some nervousness about the deal's regulatory prospects as Google is undergoing an antitrust probe by the Federal Trade Commission, which includes an examination of whether Google prevents smartphone manufacturers that use its Android operating system from using competitors' services, people familiar with the matter have said.
Mr. Page said he was 'confident this deal will be approved' by regulators. He added, 'I believe it's tremendously beneficial to consumers,' in part because the deal will act as a defense against 'anticompetitive attacks on Android that try to limit competition'─a reference to lawsuits against Android handset makers.
The $40-a-share offer is a 63% premium to the price Friday of Motorola Mobility's shares. It is also a way to quickly appease activist investor Carl Icahn, who recently argued the company's patent portfolio was an undervalued asset.
Shares of Motorola Mobility jumped 56% to $38.12 in 4 p.m. trading Monday, while Google slipped 1% to $557.23.
'Google got a pretty good deal,' Mr. Icahn said in an interview. 'They are really buying a lot of good stuff. They are getting the patent portfolio relatively cheaply.'
Lazard Ltd. and Cleary Gottlieb Steen & Hamilton LLP advised Google. Boutique investment banks Qatalyst Partners and Centerview Partners, and law firm Wachtell, Lipton, Rosen & Katz advised Motorola Mobility.
Amir Efrati/Spencer E. Ante
本文涉及股票或公司
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