The behind-the-scenes story of Microsoft's Nokia takeover deal: four talks to fruition

AllThingsD, the US technology blog, recently published an article revealing the story of Microsoft's negotiations with Nokia to buy the latter's handset business. The negotiations began with Microsoft CEO Ballmer, Steve Ballmer, "Can we talk", the whole process has undergone four major negotiations to let Microsoft finally get what it wants. The following is a summary of the article: "Can we talk?" "This is Microsoft CEO Ballmer in late January this year to the Nokia Chairman Ristow Lasma (Risto Siilasmaa) the opening line. The transatlantic call took place in the morning of Redmond, Washington, United States, where Nokia was headquartered in Finland at night. The dialogue lasted only 5 minutes, but the two sides reached a decision to meet at the upcoming global Mobile conference in Barcelona. Who would have guessed that a few words would have opened the curtain on Microsoft's acquisition of Nokia's mobile phone business. The waste of resources is serious although two companies had already reached a very close partnership, Mr. Ballmer and several of his two companies were beginning to worry about the slow pace of Windows Phone. In fact, the slow pace of Windows phone is partly because both Microsoft and Nokia are investing huge amounts of marketing money in both their mobile brands and their appeal to app developers. While the team of engineers on the one hand in some areas of duplication of work, on the other hand, in other areas can not fully collaborate. As a result, Windows phone's market share remains single digits. This has made Microsoft increasingly marginalized in the mobile-market competition and has always played the role of Google (Weibo) Android and Apple iOS catch-up. But even more serious is the question of whether Nokia will continue to be an independent company in the future without good sales backing. Nokia's stock and financial performance has been on the decline. Another key question lingering in investors ' minds is whether Nokia will fall even faster. Microsoft is worried that such a gloomy trend could eventually force Nokia to take refuge in the Android camp. This is not acceptable for Windows Phone's future, so Microsoft has chosen to continue to close two companies in due course. After the deal was reached, according to multiple sources from two companies, the deal was over 8 months old, with several rounds of high-level meetings across the globe. The two sides of the negotiations on several occasions on the verge of rupture, and the final success is due to the unremitting efforts of both sides, inclusive personality charm, accidental intervention glass tea table and other factors of the joint role. Gold project Tug of a battle 02. The seat of Mr. Ballmer's first long talk with Lasma: The Juan Hotel in Barcelona (Tencent Science and Technology map) with the advent of the Barcelona Global Mobile Congress, both teams are trying to evaluate the partnership and seek further solutions. In Ba CiceroAt the Juan Hotel Rey Juan Carlos, Ballmer had an hour-long conversation with Lasma. The two discussed various options, ranging from a slight realignment of existing partnerships to deeper business cooperation and even business consolidation. After this meeting, Lasma and Ballmer directed the company's several senior executives to further explore potential cooperation options. After realising that the final direction of the dialogue could lead to a takeover negotiation, Lasma and Nokia's board of directors began to assess all possible options, including, of course, potential cooperation and acquisitions by non-Microsoft. The next step is to negotiate a tug of agreement between the main executives. According to sources close to two companies, the results of this week's final announcement can be traced back to the meeting in Barcelona and the three subsequent negotiations between the two sides. Microsoft was named Edwin (Edwin Moses, the 400-meter gold medalist of the former US Olympic Games) in the case of the Gold Medal project (Project Gold Medal). And Nokia uses code-named Pavo Jonas Numi (Paavo Johannes Nurmi, nine gold-winning sprinters, known as the "Flying Finn"). The first negotiation is deadlocked but the deal is more like an obstacle race than a sprint. April 22, Nokia and Microsoft in Nokia's external legal Counsel company Skadden Arps Slate Meagher & Flom Office in New York began negotiations. Nokia negotiators include Chairman Sheila Smush, CEO Elop (formerly Microsoft Executive), internal chief Counsel Louise Pentland (Louise Pentland) and CFO Timo Ihamodira (Timo ihamuotila). Microsoft's core figures are CEO Steve Ballmer, Windows phone director Trie Meiersen (Terry Myerson), then CFO Peter Klein (Peter Klein) and Brad (Brad Smith), a long-time Microsoft legal advisor. At a meeting on April 22, Microsoft's Smith was unable to make it in time to testify about immigration reform in the Washington, D.C., Congress. He had hoped to be able to arrive at the beginning of the dialogue, but the process was longer than expected. Mr. Ballmer had to communicate with him on the phone, and Nokia's chief legal advisor, Puntland, contacted him via text messages. When Smith finally arrived at the conference, the negotiations were almost deadlocked. Microsoft has shown its position and in fact has thrown out its intention to buy. And Nokia is preparing to respond. Before the two sides reconvene, Smith had only 30 seconds to negotiate with Ballmer, Myerson and Klein. After the meeting is restarted, the seat LasmaFor 10 minutes, calmly and politely, the two sides are far too big on the value of Nokia's mobile phone business. Mr. Ballmer responded by saying that he was delighted to be able to understand Nokia's position. Thereafter, the Parties decided that the meeting would not need to proceed. After 10 minutes of discussion in the boardroom, Smith and his Microsoft colleagues headed to the airport, perhaps his shortest trip to New York. Two talks to be turned around despite the deadlock in the negotiations, Mr Smith advises his colleagues to consider the day and re-examine the negotiations. Nokia also said that the gap between the two sides may not be as big as it appears. Perhaps the two sides should not talk too soon about the purchase price, especially since Microsoft may not have been fully aware of Nokia's many businesses and therefore failed to make a suitable valuation. The next day, April 23, Mr. Ballmer was sent a text message to discuss whether there was anything worth discussing Lasma. Smith and Puntland also decided to meet to clarify where the difference was. According to sources, a series of conference calls since then have convinced both sides that there is room for negotiation. The two sides then decided to meet on May 24. The venue was chosen for the office of Microsoft's london-based external legal advisor, Simpson, Thacher & Bartlett. May 24, the two sides launched the second round of negotiations. There have been signs of consensus on some issues, but some remain deadlocked. Until late in the evening, only two groups of negotiators from Microsoft and Nokia were left in the building. Each of them occupies one side of the floor and studies each other's views carefully. Just as Ballmer walked back to the Nokia conference room with Smith, there was a sudden scream that Ballmer was gone. The powerful scream could only be from a Microsoft leader with huge lung capacity. The Scream alarmed the entire Nokia team, who thought it was Ballmer's dissatisfaction with one of their suggestions. However, the Microsoft side is the two monks can not touch the mind. Then they heard the voices of the people running, and the footsteps sounded very disturbing. The fact is that Ballmer stumbled over a clear glass coffee table in front of him, breaking a big gash in his forehead eyebrows. Two of Microsoft's security personnel ran to find a first-aid kit. Finally, Myerson will notify the Nokia team by SMS. Ballmer, while accepting a bandage, talked to Lasma and Elop, who ran out to see his injury. Then the team had dinner, but Ballmer's face was a big band-stick. As the two sides returned to the venue the next morning, the coffee table had been moved from the center of the floor hall to a windowsill. In the afternoon, the table was completely removed. Three times in good faith Nokia's map business has become the focus of the standoff between the two sides (Tencent technology map) But the negotiations are still not very smooth. Nokia's map business has become a focal point for the standoff between the two sides. Lasma insists that the map business is crucial if Nokia is to continue to be a company. And Microsoft is equally adamantIt is decided that the company must master positioning technology to win the mobile market. To break the deadlock, Smith and Ballmer flew to Finland on June 14 (Friday) afternoon. They met in a Nokia mansion in a small town in Batvik, 30 kilometers west of the Nokia company. It once belonged to the Russian military, with several sauna rooms, a swimming pool, a hunting house and an old fire compartment house, close to the famous winter swimming beach. The Microsoft team's negotiations with Lasma and Elop lasted two hours, and the two sides exchanged views on the difficulties in the negotiations. There was no consensus on the talks, but both sides agreed to proceed on this basis. In the course of a traditional Finnish dinner, the conversation between the two sides shifted from partnership to the U.S. National Security Agency and the Prism-gate incident that shocked the world. 4:30 Ballmer and Smith set foot on the plane to return to the United States. At least Smith stayed in Finland a little longer than last time in New York. After four negotiations reached a consensus in July, both sides decided it was time to reassess whether the deal would be reached. If there is no agreement, then the two sides will choose other options. Puntland contacted Smith and proposed a meeting. But there was a lot of work to be done by Microsoft. Smith, Ballmer and other Microsoft executives were still reorganizing the company and were busy preparing for MGX, the annual sales summit of the company's second week of July. Nokia is also busy finalizing deals to buy Siemens's network equipment division. The two sides eventually agreed to meet on July 20, where the talks returned to New York. At the same time, they decided that the meeting would be limited to eight key players, namely, Microsoft's Ballmer, Myerson, Smith and CFO Amy Hud (Amy Hood) and Nokia's seats Lasma, Elop, Puntland and Ihamodira. At the preparatory week before the meeting, Microsoft's top brass, while studying Nokia's terms, also had to juggle the MGX. The four-person group that took part in the Nokia deal communicated with the telephone conference: Smith and Hood were at Microsoft headquarters in Redmond, while Ballmer and Myerson were far away in Atlanta. When Ballmer and Myerson flew back to New York from Atlanta, there was no breakthrough in the map business. Ballmer was very upset that he couldn't find a solution. He likens Microsoft's application to storage tanks, while Nokia's map data is crude. Microsoft is not the only oil storage tank that needs the Nokia map. Nokia wants to offer its map technology services to a wider range of partners, including mobile phone products, cars and other devices that compete with it. At the same time, Microsoft is keen to apply the map business to its own mobile phones, tablets, computers and Web pages. As the negotiations took place, both sides suddenly discovered that they might not have needed such a division. Because maps are software, both parties can share code. Nokia can retain technology patents, and Microsoft can get "equivalent to ownership" authorization. IsIn essence, Microsoft can not only use Nokia's map data, but also use the data to do the things that need to be done. Ballmer and Melson later called to ask Microsoft's online service Director Lurkey whether it was possible. Lurkey told them the two, he thought it was okay. After hearing the proposal, Lasma in New York to ask the Nokia Map business director Michael Harbuch (Michael halbherr), the latter also agreed. At the end of the negotiations in New York, Ballmer shook hands with Lasma, although at the time they reached a preliminary agreement on some of the principles on the slide. Ballmer retires without hindrance to deal in the following week, the law and business sector is committed to implementing the concept of slides as a practical trading clause. Both sides are doing their best to reach a definitive consensus by September 3. To achieve this goal, the teams meet each day to determine which issues need to be reported to the four-person team composed of Hood, Smith, Puntland and Ihamodira. The end result is not a simple agreement, but a series of agreements that include patent agreements, trademark rights, the sale of mobile phones and the controversial map business. While all this was going on, Microsoft had undergone a major change in personnel. After a series of complex events, Ballmer decided to retire from Microsoft's CEO position, and the Microsoft Board, including Bill Gates, agreed to his retirement application. Just before announcing the announcement, he telephoned Nokia's Lasma and elop to communicate and obtain approval from the other side. In the final hours before the deal is finalized, exchanges between the two sides have become increasingly frequent. Both sides are trying to use the material to submit to the other side of the audit period time lag, seize the moment to rest. Because the next morning will begin to review the feedback sent back. On Sunday, September 1, Mr. Ballmer was on a flight to Finland. After his arrival in Finland in Monday, the two sides were ready to finalize the deal.