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99.7 of shareholders who voted approved of the deal

Nokia Oyj. (HEX:NOK1V) shareholders voted this week in an overwhelming 99.7 vote among the roughly 80 percent of shareholders who voted to approve of a two-component, $7.4B USD deal to sell or license certain assets to Microsoft Corp. (MSFT).  
 
I. Deal is Approved
 
The Financial Times -- a Pearson PLC publication (LON:PSON) -- was the first to report on the successful vote.  The purchase now awaits U.S. and European regulatory approval.
 
The deal involves €3.79B ($5.13B USD) for Nokia's devices unit (which makes the Lumia Windows Phones, among other models) and a €1.65B ($2.23B USD) payment for permanent licensing of Nokia's patent portfolio to Microsoft (it is unclear whether this license also extends to third-party Windows Phone makers).

Out: Nokia Devices -- this profitable, growing unit transfers to Microsoft in Q4.

For Microsoft, the deal gives it a direct smartphone brand that it can use to showcase the potential of Windows Phone and better gauge the platform's shortcomings.  Google Inc. (GOOG) -- the market's dominant player -- bought Motorola Mobility in late 2011 for $12.5B USD for similar "synergies".
 
Some might wonder why Google and Microsoft couldn't just ask third parties what they need and focus solely on software/firmware.  Windows Phone product definition and design head Joe Belfiore offers an inside glimpse into why this approach is warranted commenting, "There are real-world examples of situations where Nokia was building a phone and keeping information about it secret from us.  And then late in the cycle we'd find out and say, 'If we had known that we would have done this other thing differently and it would have turned out better!'"
 
Of course similar situations can still happen to a lesser extent, even now that Google and Microsoft have directly controlled hardware brands.  But at least they have a better glimpse at the hardware side of what their third-party partners are facing.  
 
II. Fresh Blood
 
Microsoft will get 32,000 new employees out of the deal, including roughly 18,200 manufacturing-side employees.  It also regains Stephen Elop, who stepped down from his post as Nokia CEO to become head of Microsoft's new devices division.  Mr. Elop -- who formerly served as head of Microsoft's business software unit (which was in charge of Office development at the time) -- is considered a top contender to become Microsoft's next CEO.

Stephen Elop
Stephen Elop is considered a top candidate to become Microsoft CEO. [Image Source: Microsoft]

Reportedly, Microsoft will use Nokia's entry-level Asha smartphone series as an "on-ramp to Windows Phone" in developing markets.  Microsoft will rebrand the Lumia smartphones, which will likely be sold under the Surface brand (the deal did include licensing of the Nokia or Lumia trademarks which in a way is better to avoid confusion).
 
For Nokia, the deal gives it the cash necessary to buy out Siemens AG's (ETR:SIE) share in Nokia Solutions and Networks (NSN), a deal which cost Nokia €1.7B ($2.34B USD).  Nokia will remain involved in the phone market, but on the telecommunications, advanced technologies, mapping, and advanced research side.
 
An interesting side note: The New York Times and All Things Digital both reported in September that an April meeting between Nokia and Microsoft almost ended in disaster when a frustrated Microsoft CEO Steve Ballmer tripped and fell onto a glass coffee table while pacing around in a Nokia conference room review documents.  Screaming and bloody, Mr. Ballmer was patched up and continued the meeting.  Talks began in February 2013 and wrapped up in September when the deal was made public.

Source: Financial Times



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