Google and Motorola Wireless filed the details of their merger agreement with the SEC this morning.
It mostly looks pretty standard, but there are a couple interesting points:
- Motorola can’t grant patent rights or settle patent claims without Google’s approval. There appear to be some exceptions that were worked out between the companies beforehand (laid out in a letter of disclosure).
- If antitrust blows up the deal, Google’s liability is limited to $3.5 billion. That’s over and above the $2.5 billion termination fee Google would have to pay Motorola. (Which was confirmed by the SEC filing.)
- If Motorola takes a higher bid, Google gets $375 million. That’s not much — all it really does is raise the price for a competitive bidder by $375 million, which is a pittance compared with the $12.5 billion that it would have to lay down. (There are some standard restrictions about the kind of bids Motorola can entertain, and it has to cut off any any ongoing negotiations with other parties.)