Google-Motorola $2.5B termination fee surprises, as Mobility shareholder sues, board member resigns

Details of the acquisition agreement between Google (Nasdaq: GOOG) and Motorola Mobility (NYSE: MMI) were discussed in today's Deal Journal feature in the Wall Street Journal, highlighting a whopper of a reverse termination fee, among other tidbits.

The WSJ confirmed that the reverse termination fee--to be paid by Google to Motorola if government obstruction or other factors fail to allow it to close the $12.5 billion deal--stands at $2.5 billion, 20 percent of the total price tag. The jury is still out regarding how intensively regulators and antitrust authorities might inspect this deal, but that is a big bet by Google that it will ultimately pass muster. The agreement also allows either company to walk away from the deal if it is not completed by Feb. 15, 2013.

On a lighter note, the article reveals that Google's codename for its merger entity is RB98. A WSJ reader points out that the significance may be that there is an element, Rubidium, which has a mass number of 98. Geeks.

Meanwhile, in news related to the Google-Motorola deal, a Motorola Mobility shareholder, John W. Keating, already has filed a lawsuit against the company, saying that $12.5 billion is not enough of a payday for the 17,000 patents and other properties that Google is intent on snapping up.

Also, Bill Hambrecht, a Motorola Mobility board member who had been supported to serve on the board by investor Carl Icahn, has stepped down from the board. Icahn had recently public urged Motorola Mobility to monetize its patents in some way.

For more:
- read the WSJ's Deal Journal post (sub. req.)
- see this Bloomberg story on the shareholder suit

Related articles:
Microsoft reportedly wanted to buy Motorola Mobility
Icahn has wanted Motorola to cash in its patent trove
Google announced Monday it was buying Motorola

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