Google acquiring Motorola Mobility

Combination will Supercharge Android, Enhance Competition, and Offer Wonderful User Experiences

MOUNTAIN VIEW, Calif. & LIBERTYVILLE, Ill.–(BUSINESS WIRE)–Google Inc. (NASDAQ: GOOG) and Motorola Mobility Holdings, Inc. (NYSE: MMI) today announced that they’ve entered right into a definitive agreement under which Google will acquire Motorola Mobility for $40.00 per share in cash, or a complete of about $12.5 billion, a premium of 63% to the closing price of Motorola Mobility shares on Friday, August 12, 2011. The transaction was unanimously approved by the boards of directors of both companies.

“Motorola Mobility’s total commitment to Android has created a natural fit for our two companies. Together, we are able to create amazing user experiences that supercharge your complete Android ecosystem for the advantage of consumers, partners and developers. i glance forward to welcoming Motorolans to our family of Googlers.”
The purchase of Motorola Mobility, a dedicated Android partner, will enable Google to supercharge the Android ecosystem and should enhance competition in mobile computing. Motorola Mobility will remain a licensee of Android and Android will remain open. Google will run Motorola Mobility as a separate business.

Larry Page, CEO of Google, said, “Motorola Mobility’s total commitment to Android has created a natural fit for our two companies. Together, we can create amazing user experiences that supercharge the whole Android ecosystem for the good thing about consumers, partners and developers. i glance forward to welcoming Motorolans to our family of Googlers.”

Sanjay Jha, CEO of Motorola Mobility, said, “This transaction offers significant value for Motorola Mobility’s stockholders and gives compelling new opportunities for our employees, customers, and partners world wide. We now have shared a productive partnership with Google to advance the Android platform, and now through this mix we will do much more to innovate and deliver outstanding mobility solutions across our mobile devices and residential businesses.”

Andy Rubin, Senior Vp of Mobile at Google, said, “We think that this mix will enable us to interrupt new ground for the Android ecosystem. However, our vision for Android is unchanged and Google remains firmly committed to Android as an open platform and a colourful open source community. We’ll continue to work with all of our valued Android partners to develop and distribute innovative Android-powered devices.”

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals inside the US, the ecu Union and other jurisdictions, and the approval of Motorola Mobility’s stockholders. The transaction is predicted to shut by the tip of 2011 or early 2012.

Webcast Information

Google and Motorola Mobility will hold a conference call with financial analysts to speak about this announcement today at 8:30am ET. The toll-free dial-in number for the decision is 877-616-4476 (conference ID: 92149124). The decision can also be webcast live at http://investor.shareholder.com/media/eventdetail.cfm?eventid=101369&CompanyID=ABEA-3VZHGF&e=1&mediaKey=A21887C59EBAAC12F1BCF4D43C080953. The webcast version of the conference call might be available during the same link following the conference call.

About Google Inc.

Google’s innovative search technologies connect millions of folks worldwide with information day by day. Founded in 1998 by Stanford Ph.D. students Larry Page and Sergey Brin, Google today is a top web property in all major global markets. Google’s targeted advertising program provides businesses of all sizes with measurable results, while enhancing the total web experience for users. Google is headquartered in Silicon Valley with offices inside the Americas, Europe and Asia. For additional info, visit www.google.com.

About Motorola Mobility

Motorola Mobility Holdings, Inc. fuses innovative technology with human insights to create experiences that simplify, connect and enrich people’s lives. Our portfolio includes converged mobile devices consisting of smartphones and tablets; wireless accessories; end-to-end video and knowledge delivery; and management solutions, including set-tops and knowledge-access devices. For additional info, visit motorola.com/mobility.

Forward-Looking Statements

This press release includes forward-looking statements in the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally might be identified by phrases corresponding to Google, Motorola or management of either company “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of comparable import. Similarly, statements herein that describe the proposed transaction, including its financial impact, and other statements of management’s beliefs, intentions or goals are also forward-looking statements. It’s uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they’ll have at the result of operations and fiscal condition of the combined companies or the cost of Google or Motorola stock. These forward-looking statements involve certain risks and uncertainties that may cause actual results to vary materially from those indicated in such forward-looking statements, including but not limited to the facility of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the power to secure regulatory approvals in any respect or in a timely manner; the facility of Google to successfully integrate Motorola’s operations, product lines and technology; the facility of Google to implement its plans, forecasts and other expectations with respect to Motorola’s business after the completion of the transaction and realize additional opportunities for growth and innovation; and any other risks and significant factors contained and identified in Google’s and Motorola’s filings with the Securities and Exchange Commission (the “SEC”), reminiscent of their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which can cause actual results to vary materially from the forward-looking statements. The forward-looking statements included on this press release are made only as of the date hereof. Neither Google nor Motorola undertakes any obligation to update the forward-looking statements to mirror subsequent events or circumstances.

Additional info and Where to locate It

Motorola intends to file with the SEC a proxy statement in reference to the proposed transaction with Google. The definitive proxy statement should be sent or given to the stockholders of Motorola and can contain important information regarding the proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (after they become available), and every other documents filed by Motorola with the SEC, can be obtained without spending a dime on the SEC’s website, at www.sec.gov. Moreover, security holders could be ready to obtain free copies of the proxy statement from Motorola by contacting Investor Relations by mail at Attn: Investor Relations, 600 North U.S. Highway 45, Libertyville, IL 60048.

Participants within the Solicitation

Motorola and its directors and executive officers is perhaps deemed to be participants within the solicitation of proxies from Motorola stockholders in reference to the proposed transaction. Information regarding Motorola’s directors and executive officers is decided forth in its proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on March 15, 2011, and its Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 18, 2011. These documents can be found without cost on the SEC’s website at www.sec.gov, and by mail at Attention: Investor Relations, 600 North U.S. Highway 45, Libertyville, IL 60048, or by going to Motorola’s Investor Relations page on its corporate website at http://investors.motorola.com. Additional info in regards to the interests of participants inside the solicitation of proxies in reference to the transaction might be included within the proxy statement that Motorola intends to file with the SEC.