With a market capitalisation of $18.72 billion on NYSE: NOK – Sep 3 12:15pm ET Microsoft is getting Nokia Devices & Services business —about half of the Nokia in terms of revenues (an estimated EUR 14.9 [$19.66] billion)— for only $7.17 billion. But that half of Nokia is still a shrinking + money loosing business + one with an upcoming disruptive threat as per Assesment of the Xiaomi phenomenon before the global storm is starting on Sept 5 [‘Experiencing the Cloud’, Aug 30, 2013]. With this Microsoft could be relieved of the necessity of An ARM-focussed Microsoft spin-off could be the only solution to save Microsoft in the crucial next 3-years period [‘Experiencing the Cloud’, Aug 24, 2013] advocated earlier on this blog. Additionally with the acquisition comes Nokia’s former CEO (stepping down with the announcement), the extraordinary Stephen Elop. He is also one of the greatest candidates to take over the Microsoft CEO position with Steve Ballmer’s already announced retirement within the next 12 months. This is already widely discussed in the media.
From that the most significant contributions IMHO are the Leading edge Nokia phablets for both entertainment and productivity: Lumia 1320 targeting the masses at $339, and Lumia 1520 the imaging conscious business users and individuals at $749 [‘Experiencing the Cloud’, Oct 26, 2013] End of update
– Microsoft Nokia Transaction Conference Call with slides from Microsoft Strategic Rationale inserted- ebook – 3-Sept-2013 edited by Sándor Nacsa from those two sources into an ebook format PDF
– Follow-up: Microsoft answers to the questions about Nokia devices and services acquisition: tablets, Windows downscaling, reorg effects, Windows Phone OEMs, cost rationalization, ‘One Microsoft’ empowerment, and supporting developers for an aggressive growth in market share [‘Experiencing the Cloud’, Sept 4, 2013]
Nokia Microsoft Webcast Press Conference September 3,2013, Full Video [WorldWideTechScience YouTube channel, Sept 3, 2013]
For factories read: Production facilities & Responsible supply chain [Nokia], and Nokia becoming the next Samsung from its new Vietnamese manufacturing base? [‘Experiencing the Cloud’, June 24, 2013]
For unique sub $100 smartphones read:
– Nokia’s non-Windows crossroad [‘Experiencing the Cloud’, May 2, 2013]
– New Asha platform and ecosystem to deliver a breakthrough category of affordable smartphone from Nokia [‘Experiencing the Cloud’, May 9, 2013]
– New Nokia Asha platform for developers [‘Experiencing the Cloud’, May 9, 2013]
– Mark Zuckerberg’s personality is hyped (again) with a quite worthwhile initiative (otherwise) but with substantial global financial interests behind it as well [‘Experiencing the Cloud’, Aug 24, 2013]
For other unique Nokia assets read:
– The Where [i.e. HERE] Platform from Nokia: a company move to taking data as a raw material to build products [‘Experiencing the Cloud’, April 7, 2012] (as it is licensed on the broadest and most advantegous terms with the acquisition agreement)
– Nokia Lumia 1020: an excellent case of Nokia’s contribution to Microsoft as a key innovation partner [‘Experiencing the Cloud’, July 12, 2013]
– Minutes of a high-octane but also expert evangelist CEO: Stephen Elop, Nokia [‘Experiencing the Cloud’, July 13, 2013]
For ’One Microsoft’ devices and services strategy read:
– Deep technical evangelism and development team inside the DPE (Developer and Platform Evangelism) unit of Microsoft [‘Experiencing the Cloud’, May 17, 2013]
– Windows Azure becoming an unbeatable offering on the cloud computing market [‘Experiencing the Cloud’, June 28, 2013]
– Microsoft partners empowered with ‘cloud first’, high-value and next-gen experiences for big data, enterprise social, and mobility on wide variety of Windows devices and Windows Server + Windows Azure + Visual Studio as the platform [‘Experiencing the Cloud’, July 10, 2013]
– Microsoft reorg for delivering/supporting high-value experiences/activities [‘Experiencing the Cloud’, July 11, 2013]
– How the device play will unfold in the new Microsoft organization? [‘Experiencing the Cloud’, July 14, 2013]
– With Android and forked Android smartphones as the industry standard Nokia relegated to a niche market status while Apple should radically alter its previous premium strategy for long term [‘Experiencing the Cloud’, Aug 24, 2013] which as the result of Nokia Devices & Services now joining Microsoft has got a very strong opportunity to join the mainstream of the smartphone revolution instead of the previous prospect of remaining a market niche offering
Nokia Deal Gives Microsoft Shot at No 3: Thompson’s reflection on the deal [Bloomberg via hcswbb YouTube channel, Sept 3, 2013]
The Next Chapter: An open letter from Steve Ballmer and Stephen Elop [The Official Microsoft Blog, Sept 2, 2013] with slide inserts from the Microsoft’s strategic rationale published as part of the announcement, and Nokia Conference Call September 3, 2013 15.00 / Helsinki 08.00 / New York presentation
Microsoft to acquire Nokia Devices & Services, accelerating the Windows ecosystem
Nokia and Microsoft have always dreamed big – we dreamed of putting a computer on every desk, and a mobile phone in every pocket, and we’ve come a long way toward realizing those dreams.
[Note: On the left the first 3 are the Series 40 6th Edition Lite platform devices: Nokia 109, Nokia 110, and Nokia 111. Then (with the stereo headset) is the first Nokia Asha software platform 1.0 device: Nokia Asha 501. The rest are Nokia Lumia devices. What are not shown here: Nokia 105 and Nokia 106, the last two devices from the once quite extensive Series 30 feature phone platform, like Nokia 101/100 of 2011, or Nokia 1280/1616/1800 of 2010. Will Microsoft kill them in the near future? Could be, but for 10 years Microsoft could use the Nokia brand for Series 30 and Series 40 based devices, while “Nokia would be restricted from licensing the Nokia brand for use in connection with mobile device sales for 30 months and from using the Nokia brand on Nokia’s own mobile devices until December 31, 2015“. Nokia’s pre-Windows Phone software strategy of Dec 2009: “Nokia is also continuing to use our Series 30 platform in a limited number of mobile phone devices for highly price sensitive consumer segments.” will come to an end in terms of S30 first, while the rest shown on the illustration above will evolve further on. Also in one of the Nokia press releases it is stated: “Microsoft is acquiring Nokia’s Smart Devices business unit, including the Lumia brand and products”, although in Steve Ballmer’s e-mail to Microsoft employees it is stressed that “It is very important that we pursue a unified brand and advertising strategy as soon as possible”. ]
Today marks a moment of reinvention.
Nokia has an identity spanning 150 years of heritage, innovation, excellence, and change which began and will continue in Finland and around the world. From humble beginnings as a paper mill factory, to manufacturing rubber boots and car tires, and then to mobile phones, reinvention is in Nokia’s blood.
Nokia will now write its next chapter, focused on enabling mobility through its leadership in networking, mapping & location, and advanced technologies.
For Microsoft as well, today is a bold step into the future, a huge leap forward on our journey of creating a family of devices and services that delight people and empower businesses of all sizes.
Our partnership over the past two and a half years, which combined our respective strengths to build a new global mobile ecosystem, has created incredible results: award-winning phones and amazing services that have made Nokia Windows Phones the fastest-growing smartphones in the world.
Building on this successful partnership, we announced some important news today: an agreement for Microsoft to purchase Nokia’s Devices & Services business, to deliver more choices, faster innovation, and even more exciting devices and services to our customers.
Today’s agreement will accelerate the momentum of Nokia’s devices and services, bringing the world’s most innovative smartphones to more people, while continuing to connect the next billion people with Nokia’s mobile phone portfolio.
With the commitment and resources of Microsoft to take Nokia’s devices and services forward, we can now realize the full potential of the Windows ecosystem, providing the most compelling experiences for people at home, at work and everywhere in between.
We will continue to build the mobile phones you’ve come to love, while investing in the future – new phones and services that combine the best of Microsoft and the best of Nokia.
Nokia and Microsoft are committed to the next chapter.
Together, we will redefine the boundaries of mobility.
Steve & Stephen
Thoughts on today’s Nokia announcement [Terry Myerson EVP, Operating Systems
Microsoft; Septr 3, 2013]
With our announcement today regarding Nokia, we’re taking a huge step in fulfilling our stated strategy of transforming Microsoft. For me, it’s been an incredibly rewarding journey. As the engineering leader for the Windows Phone efforts, I was there at the birth of Windows Phone, and a key part of our original partnership with Nokia. I know firsthand how critical it was for me and the team to be a valuable partner to Nokia, in addition to building out a great ecosystem of partners, hardware and software alike.
Today’s announcement doesn’t change that – acquiring Nokia’s Devices group will help make the market for all Windows Phones, from Microsoft or our OEM partners.
This goes to the core of how I think about my new job running the Operating Systems Group here. We have exciting ideas, and so do our OEM partners. Our partners bring innovation, diversity and scale to Windows. I’m always thrilled by the beautiful new device designs our partners are continually bringing to market. There’s a breadth of choice in form factor, finish and materials that deliver unique devices at a variety of price points. These devices feature innovative high resolution displays, audio, cameras, multi-finger touch screens, creative new hinge designs, new sensors, and other hardware enhancements that provide choice in the market and great experiences for users.
Our OS group mission is to enable the innovations of our hardware partners to shine through on the Windows platform. We collaborate with our Microsoft hardware teams in the same way we partner with our external hardware partners: we discreetly discuss technical and business opportunities, make shared bets, empower each other to do great work, and then operate closely together to delight our shared customers. We look forward to building new products together that will provide valuable business opportunity for the ecosystem and enable OEMs to deliver huge value to their customers, from consumers to the largest enterprise.
I was driving to work the other day and heard a song that perfectly sums up the relationship we have with all our partners. It’s a song from a few years ago by The Killers called “Read My Mind”; the lyric is “I don’t shine if you don’t shine.” Together, the light is pretty bright.
Additional messages from Microsoft’s strategic rationale published as part of the announcement:
Transformation: Beyond Software and PCs
- A family of devices with integrated services that best empowers people and businesses for the activities they value most
- Greater smartphone success strengthens Microsoft and our OEMs
- High value services including geospatial are key
High Value Services Including Geospatial
- Office, Skype, Xbox, SkyDrive, Bing at Microsoft
- Geospatial and mapping essential to integrate for mobile
- Need an effective alternative to Google; more than one “digital map of the world”
- Nokia can maximize HERE use by others
- Microsoft gets flexibility to integrate HERE with other excperiences
- A new, simpler, and more effective partnership for the future
– Microsoft acquires right equivalent to ownership for the HERE mapping apps
– Nokia will continue to improve these apps for other platforms
– For mapping data and services, under a new four-year agreement
>>> Nokia will provide Microsoft with mapping data services in exchange for annual payments
>>> Microsoft can combine Nokia mapping data with data from other sources
>>> Microsoft can syndicate Nokia’s data to customers using Windows Azure for additional fees
Devices and Services: Why Phones?
- Devices help services and services help devices
- With consumerization of IT, users matter at both home and work
– Devices and high volume/value services are always to build a larger user base
- Microsoft and phones
– High value experiences light up on great devices
– Device innovation gives Microsoft economic opportunity
– We will continue to support iPhone and Android/Galaxy phones with our services
– But we cannot risk having Google or Apple foreclose app innovation, integration, distribution, or economics
– We need a first-rate Microsoft phone experience for users
- Windows: 300M+ devices a year
– Success in phones is important to success in tablets
– Success in tablets will help PCs
– We will take additional steps to promote the app ecosystem for Windows
[The Nokia Windows Phone shipments for the last 4 quarters were 20.3 million units.]
Devices and Services: Why Phone Hardware?
Driving Ongoing OEM Opportunity
- Windows Phone has achieved #3 position in smartphones globally
- Acquisition protects Windows Phone future
– High concentration with Nokia
– First party hardware ensures Windows Phone presence
– OEM model alsone expensive in this market position
- Acquisition reduces friction moving forward
– Pace of innovation
– Marketing efficiency
- Acquisition grows OEM opportunity
– Address diversity of markets
– Continue existing partnerships
– Microsoft success creates expanded OEM opportunity
[15% of the 1.7B units in 2018 is 255M units. The ~$45 billion estimated revenue at that time means ~$176 ASP. Considering the latest Q2’13 EUR 157 [$207] ASP of Lumia it seems feasible, but in 5 years timeframe it needs a strong premium strategy to achieve that. … NPV – Net Present Value.]
Confident About Regulatory Approval
- We will submit the acquisition for approval in the EU, U.S., China, India, Brazil, Russia, Canada, and other countries
- We are confident about our prospects for approval by early 2014
– The acquired assets are complementary
– The acquisition will promote competition
>>> Integration of hardware and software will help Microsoft offer competitive alternatives to Google and Apple
>>> Microsoft will gain proven capability and talent critical to success in devices and services
>>> Microsoft remains committed to working with partners in the Windows & Windows Phone ecosystems
- The acquisition will benefit consumers
– Will drive down Microsoft’s devices and services costs from development through go-to-market and by obtaining cost savings from Nokia’s existing IP licences
– Provides consumers with more choice and innovation
Nokia to sell Devices & Services business to Microsoft in EUR 5.44 [$7.17] billion all-cash transaction [press release, Sept 3, 2013] with slide inserts from Conference Call September 3, 2013 15.00 / Helsinki 08.00 / New York announcement presentation:
- Transaction expected to be significantly accretive to Nokia earnings.
- Nokia continues to develop, and sees significant value in, advanced technologies, its patent portfolio and Nokia brand.
- Nokia focusing on NSN, HERE and Advanced Technologies post-transaction. Each business a leading player in its respective segment.
- Nokia outlines changes to leadership and Board of Directors.
Subject to the closing of the transaction, Microsoft will acquire substantially all of Nokia’s Devices & Services business, including the Mobile Phones and Smart Devices business units as well as an industry-leading design team, operations including all Nokia Devices & Services production facilities, Devices & Services-related sales and marketing activities, and related support functions. At closing, approximately 32,000 people are expected to transfer to Microsoft, including approximately 4,700 people in Finland. Nokia’s CTO (Chief Technology Office) organization and patent portfolio will remain within the Nokia Group. The operations that are planned to be transferred to Microsoft generated an estimated EUR 14.9 [$19.66] billion, or almost 50%, of Nokia’s net sales for the full year 2012.
As part of the transaction, Nokia will grant Microsoft a 10 year non-exclusive license to its patents as of the time of the closing, and Microsoft will grant Nokia reciprocal rights related to HERE services. In addition, Nokia will grant Microsoft an option to extend this mutual patent agreement to perpetuity. Of the total purchase price of EUR 5.44 [$7.18] billion, EUR 3.79 [$5.00] billion relates to the purchase of substantially all of the Devices & Services business, and EUR 1.65 [$2.18] billion relates to the mutual patent agreement and future option.
Additionally, Microsoft will become a strategic licensee of the HERE platform, and will separately pay Nokia for a four year license. This revenue stream is expected to substantially replace the revenue stream HERE is currently receiving from Nokia’s Devices & Services business internally. If the transaction closes Microsoft is expected to become one of the top three customers of HERE.
Microsoft has agreed to make immediately available to Nokia EUR 1.5 [$1.98] billion of financing in the form of three EUR 500 million tranches of convertible bonds to be issued by Nokia maturing in 5, 6 and 7 years respectively. It is at Nokia’s discretion if it chooses to draw down all or some of these tranches. The financing is not conditional on the transaction closing. If the transaction closes, any outstanding bonds will be redeemed and netted against the deal proceeds by the amount of principal and accrued interest.
Microsoft has agreed to a 10 year license arrangement with Nokia to use the Nokia brand on current Mobile Phones products. Nokia will continue to own and maintain the Nokia brand. Under the terms of the transaction, Microsoft has agreed to a 10 year license arrangement with Nokia to use the Nokia brand on current and subsequently developed products based on the Series 30 and Series 40 operating systems. Upon the closing of the transaction, Nokia would be restricted from licensing the Nokia brand for use in connection with mobile device sales for 30 months and from using the Nokia brand on Nokia’s own mobile devices until December 31, 2015.
The transaction is subject to potential purchase price adjustments, protecting both Nokia and Microsoft, and a USD 750 million termination fee payable by Microsoft to Nokia in the event that the transaction fails to receive necessary regulatory clearances.
Following the transaction, Nokia plans to focus on its three established businesses, each of which is a leader in enabling mobility in its respective market segment:
– NSN, a leader in network infrastructure and services;
– HERE, a leader in mapping and location services; and
– Advanced Technologies, a leader in technology development and licensing.
Nokia will retain its headquarters in Finland. Excluding the approximately 32,000 people planned to transfer to Microsoft, Nokia would have employed approximately 56,000 people at the end of the second quarter 2013.
“Today is an important moment of change and reinvention for Nokia and its employees,” said Nokia Chairman and interim CEO Mr. Siilasmaa. “With our strong corporate identity, leading assets and talent, and from a position of renewed financial strength, we will build Nokia’s next chapter.”
NSN, a wholly-owned business of Nokia since August 2013, is a leader in mobile broadband, and is focused on operating at the forefront of each generation of mobile technology, including pushing the boundaries of connecting people through LTE and future technologies. Nokia continues to manage NSN as a strong, independent entity.
HERE will continue to focus on growing its industry-leading position through a broad location offering across mobile devices, connected devices, enterprise solutions and the automotive environment. HERE will continue to execute its strategy to become the leading independent location cloud platform company, offering mapping and location services across different screens and operating systems.
Our Advanced Technologies business will build on several of Nokia’s current CTO and Intellectual Property Rights activities. Advanced Technologies will explore new business opportunities through advanced research, development and concept products in areas such as connectivity, sensing and material technologies, as well as web and cloud technologies. At the same time, Advanced Technologies plans to continue to build Nokia’s patent portfolio from this innovation and targets to expand its industry-leading technology licensing program, spanning technologies that enable mobility today and tomorrow.
Nokia’s Board of Directors is conducting a strategy evaluation for Nokia Group between signing and closing of the transaction. This evaluation will comprise of evaluations of strategies for each of Nokia’s three businesses and possible synergies between them, as well as an evaluation of the optimal corporate and capital structure for Nokia after the closing of the transaction. After this evaluation is complete, deemed excess capital is planned to be distributed to shareholders.
The Nokia Leadership Team will continue to consist of the current members, but with changes in positions and reporting lines as outlined below.
Risto Siilasmaa will assume an interim CEO role for Nokia while continuing to serve in his role as Chairman of the Nokia Board of Directors. As part of his interim CEO role, Mr. Siilasmaa will, among other tasks, oversee strategy and have four direct reports:
– Michael Halbherr, Executive Vice President, HERE;
– Stephen Elop, Executive Vice President, Devices & Services;
– Timo Ihamuotila, Nokia CFO and interim President; and
– Jesper Ovesen, Executive Chairman of the NSN Board of Directors.
To avoid the perception of any potential conflict of interest between now and the pending closure of the transaction, Stephen Elop will step aside as President and CEO of Nokia Corporation, resign from the Board of Directors, and will become Executive Vice President, Devices & Services. The following Nokia Leadership Team members will report to Mr. Elop:
– Marko Ahtisaari, Executive Vice President, Design;
– Jo Harlow, Executive Vice President, Smart Devices;
– Juha Putkiranta, Executive Vice President, Operations
[brought in charge of factories, supplies and logistics in July 2012];
– Timo Toikkanen, Executive Vice President, Mobile Phones [since July 2012]; and
– Chris Weber, Executive Vice President, Sales and Marketing [since July 2012].
Timo Ihamuotila becomes President of Nokia for the interim period while also continuing to serve as CFO. Mr. Ihamuotila will assume the responsibility of chairing the Nokia Leadership Team. The following Nokia Leadership Team members will report to Mr. Ihamuotila: Louise Pentland, Executive Vice President and Chief Legal Officer; Henry Tirri, Executive Vice President and Chief Technology Officer; Juha Äkräs, Executive Vice President, Human Resources; and Kai Öistämö, Executive Vice President, Corporate Development.
We expect that Mr. Elop, Ms. Harlow, Mr. Putkiranta, Mr. Toikkanen, and Mr. Weber would transfer to Microsoft at the anticipated closing.
Mr. Ahtisaari has decided to again pursue entrepreneurial opportunities. He will step down from the Nokia Leadership Team and his position as Executive Vice President, Design, effective as from November 1, 2013. He will continue to work on activities related to the transaction through November 30, 2013. Effective November 1, 2013 Stefan Pannenbecker will start leading Design, reporting to Mr. Elop.
This announcement does not change the current leadership for Nokia Solutions and Networks. Rajeev Suri will continue to serve as CEO, NSN, reporting to NSN’s Board which continues to be chaired by Jesper Ovesen who continues to serve as NSN’s Executive Chairman and reports to Mr. Siilasmaa.
Steve Ballmer email to Microsoft employees on Nokia Devices & Services acquisition [Sept 3, 2013] with slide inserts from the attached to it Microsoft’s strategic rationale
We have laid out Microsoft’s strategic rationale for this transaction in a presentation that I encourage you to read.
This is a smart acquisition for Microsoft, and a good deal for both companies. We are receiving incredible talent, technology and IP. We’ve all seen the amazing work that Nokia and Microsoft have done together.
Given our long partnership with Nokia and the many key Nokia leaders that are joining Microsoft, we expect a smooth transition and great execution.
As is always the case with an acquisition, the first priority is to keep driving through close, which we expect in the first quarter of 2014, following approval by Nokia’s shareholders, regulatory approvals, and other closing conditions.
But I also know people will have some questions about what happens post-close. While details aren’t final, here is what we know, and how we’re generally approaching integration:
1. Stephen Elop will be coming back to Microsoft, and he will lead an expanded Devices team, which includes all of our current Devices and Studios work and most of the teams coming over from Nokia, reporting to me.
2. Julie Larson-Green will continue to run the Devices and Studios team, and will be focused on the big launches this fall including Xbox One and our Surface enhancements. Julie will be joining Stephen’s team once the acquisition closes, and will work with him to shape the new organization.
3. As part of the acquisition, a number of key engineering leaders will be joining Microsoft from Nokia, reporting to Stephen in his new capacity:
Jo Harlow, who will continue to lead the Smart Devices team
Timo Toikkanen, who will continue to lead the Mobile Phones team
Stefan Pannenbecker, who will lead Design
Juha Putkiranta, who will lead the integration effort on Nokia’s behalf
4. Regarding the sales team, we plan to keep the Nokia field team, led by Chris Weber, intact and as the nexus of the devices sales effort, so that we can continue to build sales momentum. After the deal closes, Chris and his team will be placed under Kevin Turner. We will develop a single integrated team that is selling to operators, and there may be other integration opportunities that we can pursue. Kevin will work with Chris Weber and Chris Capossela to make those plans.
5. Our operating system team under Terry Myerson will continue unchanged, with a mission of supporting both first-party and third-party hardware innovation. We are committed to working with partners, helping them build great products and great businesses on our platform, and we believe this deal will increase our partner value proposition over time. The established rhythms and ways of working between Terry and his team and the incoming Nokia team will serve us well to ensure that we do not disrupt our building momentum.
6. We are planning to integrate all global marketing under Tami Reller and Mark Penn. It is very important that we pursue a unified brand and advertising strategy as soon as possible.
[Except the Series 30 and Series 40 based, so called mobile phones which could continue under the Nokia brand for 10 years. Also in one of the Nokia press releases it is stated: “Microsoft is acquiring Nokia’s Smart Devices business unit, including the Lumia brand and products.”]
7. Finance, Legal, HR, Communications, DX / Evangelism, Customer Care and Business Development will integrate functionally at Microsoft. Sourcing, customer logistics and supply chain will be part of Stephen’s Devices organization. ICM / IT will also integrate functionally for traditional IT roles. We will need to work through the implications for factory systems given the differing manufacturing processes and systems at both Nokia and Microsoft.
8. We plan to pursue a single set of supporting services for our devices, and we will figure out how to combine the great Nokia efforts into our Microsoft services as we go through the integration process.
9. There are no significant plans to shift where work is done in the world as we integrate, so we expect the Nokia teams to stay largely in place, geographically.
10. Tom Gibbons will lead the integration work for Microsoft.