Tuesday, 3 September 2013

In Blockbuster Deal, Microsoft to Buy Nokia

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In Blockbuster Deal, Microsoft to Buy Nokia
thurrott By Paul Thurrott

In a deal valued at over $7 billion, Microsoft will purchase Nokia's Devices & Services business, license Nokia's patents, and license and use Nokia's mapping services. But given the recent turmoil in Microsoft's boardroom, the most interesting part of this transaction is the return of Stephen Elop: The former Nokia CEO will become Nokia Executive Vice President of Devices & Services at Microsoft.

"Building on our successful partnership, we can now bring together the best of Microsoft's software engineering with the best of Nokia's product engineering, award-winning design, and global sales, marketing, and manufacturing," Mr. Elop said in a prepared statement. "With this combination of talented people, we have the opportunity to accelerate the current momentum and cutting-edge innovation of both our smart devices and mobile phone products."

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"It's a win-win for employees, shareholders, and consumers of both companies," outgoing Microsoft CEO Steve Ballmer added. "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."

The deal follows a broad partnership that was announced in February 2011 after Mr. Elop, who formerly led Microsoft's Office business, assumed the CEO role at Nokia and then decided to back Windows Phone. Microsoft and Nokia had discussed a purchase in the past and almost came to an agreement earlier this summer before talks broke down. But perhaps the drama of Mr. Ballmer's pending exit eliminated some concerns.

For Nokia, the sale of its most important business will bring a key influx of cash after years of losses and will result in a much smaller company. Nokia Chairman Risto Siilasmaa will become Nokia's interim CEO and noted that the firm would continue making mobile phone products, as well as networking, mapping & location, and other mobile products and services.

Although it's currently unclear exactly how this will all break down, here are a few details of the transaction. Nokia will transfer its Lumia and Asha brands to Microsoft but will retain usage of the Nokia mark. So future Lumia (and Asha) phones will be Microsoft products, not Nokia products. Microsoft says it will continue to license Windows Phone OS to partners like HTC, Huawei, and Samsung. One-time CEO wannabe Julie Larson-Green will temporarily continue running the Devices & Services team but will later join Mr. Elop as part of his team; that looks like a big demotion. Terry Myerson will continue to run Microsoft's operating system team. The Nokia teams will "stay largely in place, geographically," Microsoft says. But the firms will work to integrate the various services that both companies offer into a more cohesive offering.

This is an evolving story: More soon.

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Microsoft Grants Activist Investor a Seat on Its Board
thurrott By Paul Thurrott

In a stunning move, Microsoft this past weekend came to a "cooperation agreement" with the activist investors at ValueAct, agreed to place the firm's president on the Microsoft board of directors in 2014, and will meet regularly with him in the interim. Neither side is saying, but it appears that ValueAct's recent purchases of Microsoft stock might also have played a role in CEO Steve Ballmer's departure from Microsoft. But this strange partnership augurs a potential change in strategy at the software behemoth regardless.

"[Microsoft] has agreed ... to appoint [ValueAct President G. Mason] Morfit to the Company's Board of Directors," a filing with the US Securities and Exchange Commission reads, noting that this appointment will occur by mid-2014. "Effective immediately, the Agreement provides for regular meetings between Mr. Morfit and selected Company directors and management to discuss a range of significant business issues."

As noted in the filing, Microsoft reached this bizarre agreement to avert a proxy battle by the activist investors at ValueAct. The latter firm has been buying up Microsoft stock this year and now owns a bit under 1 percent of all Microsoft stock. ValueAct buys stock in this fashion for one reason: to force the firm to follow a strategy that is accountable to shareholders and follow only those product strategies that make the most sense.

Looked at through the Microsoft lens, it's pretty clear what the goal is: to thoroughly evaluate the many often-unprofitable businesses that Microsoft has sunk billions of dollars into and help forge a better strategy going forward. Theories abound that ValueAct played a role in Ballmer's exit, although he denies that. But it's not hard to pinpoint the failures—Bing, Xbox, online advertising, and Surface, in descending order of absolute money lost—and wonder whether they're now on the chopping block. Selling or splitting off a business like Xbox, for example, could result in a windfall for shareholders and free Microsoft from a financial albatross.

ValueAct's sudden spearhead into Microsoft's boardroom doesn't mean that the software company will suddenly drop its "devices and services" mantra, though it's notable that its biggest money losers all fall within those two categories. In fact, the firm might simply push Microsoft to release more money to shareholders in ways unrelated to technology strategy. But ValueAct typically takes a long-term view with the firms in which it gets involved. And Microsoft's long-term successes are currently tied to controversial new businesses.

"Our board and management team are committed to enhancing growth and value for Microsoft shareholders, and we look forward to ValueAct Capital's input," a statement attributed to Mr. Ballmer reads. And if that doesn't sound like a capitulation, then you're not a student of history. This once-belligerent destroyer of markets is so internally wounded that it has bowed before an invader that owns about .8 percent—point 8, not 8 percent—of its stock.

Incredible.

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Microsoft, Google Push Forward with Lawsuit Against US Government
thurrott By Paul Thurrott

Microsoft and Google—otherwise the unlikeliest of allies—announced on Friday that they would push forward with lawsuits they originally filed against the US government in June. The firms believe that the government's behavior with regards to Foreign Intelligence Surveillance Act (FISA) requirements are both illegal and unconstitutional. The move comes after the breakdown of settlement talks with the US Department of Justice.

"We benefit from living in a country with a Constitution that guarantees the fundamental freedom to engage in free expression unless silence is required by a narrowly tailored, compelling Government interest," Microsoft General Counsel Brad Smith writes in a post to the Microsoft On The Issues blog. "We believe there remains a path forward that will share more information with the public while protecting national security. Our hope is that the courts and Congress will ensure that our Constitutional safeguards prevail."

Microsoft and Google filed the lawsuits over two months ago and have been negotiating with the DOJ for less stringent restrictions on their respective abilities to report to the public when the government presents them with FISA requests.

"We believe we have a clear right under the US Constitution to share more information with the public," Smith explains. "The purpose of our litigation is to uphold this right so that we can disclose additional data."

Mr. Smith says that Microsoft and Google met with DOJ representatives six times after filing its lawsuit and that it repeatedly agreed to government requests to extend its deadline for responding to the suits. And while the firms hoped that the talks would lead to a settlement, they did not. "These negotiations ended in failure," Smith notes.

So, although the government has revealed that it will now publish general FISA request information once a year, Microsoft and Google don't feel that goes far enough.

"We believe it is vital to publish information that clearly shows the number of national security demands for user content, such as the text of an email," Smith explains. "These figures should be published in a form that is distinct from the number of demands that capture only metadata such as the subscriber information associated with a particular email address. We believe it's possible to publish these figures in a manner that avoids putting security at risk. And unless this type of information is made public, any discussion of government practices and service provider obligations will remain incomplete."

As a result, Microsoft and Google are pushing forward with litigation and hope that the court will uphold their constitutional and legal rights.

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