Aug. 18 (Bloomberg) — Motorola Mobility Holdings Inc., the mobile-phone maker that agreed to be bought this week for $12.5 billion by Google Inc., cannot solicit other offers, according to terms of the merger agreement published today.

All employees and directors of the company as well as outside advisers and legal counsel had to stop any solicitation of other proposals as of Aug. 15, the document states. Still, Motorola’s board has a fiduciary duty to consider any unsolicited superior proposal it may receive, according to the agreement.

Google, the world’s largest maker of smartphone software, is buying Motorola Mobility to gain mobile patents and expanding in the hardware business. Both boards have approved the takeover, which provides Motorola Mobility shareholders a 63 percent premium over the stock’s closing price on the trading day preceding the offer.

Motorola Mobility, based in Libertyville, Illinois, rose 11 cents to $38.13 yesterday on the New York Stock Exchange. Google, based

in Mountain View, California, fell $5.85, or 1.1 percent, to $533.15 yesterday on the Nasdaq Stock Market.

Google has agreed to pay Motorola Mobility $2.5 billion if the deal falls through, the contract states. Motorola Mobility would pay $375 million if it decided not to sell to Google, according to the agreement.

Via: sfgate/bloomberg

Android’s always had a best friend forever (or, for the time being) in Verizon. Together, the two companies were able to establish Andy Rubin’s mobile OS as a serious platform competitor, fighting back against the then threat of AT&T’s exclusive iPhone juggernaut with Moto’s Droid. Flash forward to present day and it’s no wonder Big Red’s SVP John Thorne is giving a public-facing, albeit tentative, thumbs up to Google’s Motorola Mobility acquisition. Thorne’s official line on the deal concerns the “stability [it might bring] to the ongoing smartphone patent disputes,” but the executive declined to comment further, citing a lack of known details for the proposed buyout. Certainly, the wireless operator has good reason to keep a close eye on the takeover, as a recent Chitika survey pegs it with a commanding 41 percent share of active Android handsets. So far, only Nokia has come out from behind Microsoft’s shadow, hailing the move as a boon for WP7 and casting shade on Google’s intentions. As for the rest of the industry, it appears they’re all making heavy use of that nifty statement generator. Hit the more coverage link to see what we mean.

via: wsj