sec goog/lenovo

7/27/2019 SEC Goog/Lenovo

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G O O G L E I N C .

F O R M 8 - K ( C u r r e n t r e p o r t f i l i n g )

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S y m b o l G O O G

S I C C o d e 7 3 7 0 - C o m p u t e r P r o g r a m m i n g , D a t a P r o c e s s i n g , A n d

I n d u s t r y C o m p u t e r S e r v i c e s

S e c t o r T e c h n o l o g y

F i s c a l Y e a r 1 2 / 3 1

h t t p : / / w w w . e d g a r - o n l i n e . c o m

C o p y r i g h t 2 0 1 4 , E D G A R O n l i n e , I n c . A l l R i g h t s R e s e r v e d .

D i s t r i b u t i o n a n d u s e o f t h i s d o c u m e n t r e s t r i c t e d u n d e r E D G A R O n l i n e , I n c . T e r m s o f U s e .
http://www.edgar-online.com/


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

___________________________________________________

FORM 8-K___________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 29, 2014

______________________________________________________________

GOOGLE INC.(Exact name of registrant as specified in its charter)

______________________________________________________________

1600 Amphitheatre Parkway

Mountain View, CA 94043(Address of principal executive offices, including zip code)

(650) 253-0000(Registrants telephone number, including area code)

Not Applicable(Former name or former address, if changed since last report)

______________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under an

he following provisions (see General Instruction A.2. below):

Delaware 0-50726 77-0493581

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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tem 8.01. Other Events.

On January 29, 2014, Google Inc., a Delaware corporation ( Google ), entered into an Acquisition Agreement (the Acquisition

Agreement ) with Lenovo Group Limited, a Hong Kong corporation ( Lenovo ). The Acquisition Agreement provides for the acquisitio

the Acquisition ) by Lenovo of Googles Motorola Mobility mobile devices business (the Business ), including certain related assets

ntellectual property rights and contracts. Google will retain the vast majority of the Businesss patent portfolio, which will be licensed bac

he Business for its continued operations.

Under the terms of the Acquisition Agreement, Lenovo will acquire the Business for total consideration of (i) $660 million in cash

ubject to adjustments for working capital, deferred revenue and net debt, (ii) $750 million in ordinary shares of Lenovo (the Lenovo Sha

) based on the Lenovo Share price at closing, with the maximum number of Lenovo Shares not to exceed 618,301,731 and the minimum

umber of Lenovo Shares not to be less than 505,883,235, and (iii) a $1.5 billion promissory note payable, without interest, on the third

nniversary of the closing. Lenovo is required to offer to prepay the entire principal amount outstanding under the promissory note if, amon

ther things, Lenovo becomes a wholly-owned subsidiary of another entity during the period in which any amount payable under the

romissory note is outstanding. Lenovo can elect to pay some or all of the face amount of the note in cash at closing, in which event the fac

mount of the note will be reduced accordingly. In lieu of issuing all or any portion of Lenovo Shares at closing, Lenovo has the option to p

n amount in cash equivalent to such portion of the Lenovo Shares which would have been issued under the share consideration. Such amo

will be added to the cash consideration with a corresponding decrease in the share consideration. The Lenovo Shares will be subject to tran

estrictions until the first anniversary of the closing, subject to customary exceptions. The cash consideration payable by Lenovo is expecte

e funded by a combination of Lenovos existing cash on its balance sheet and additional bank borrowings.

The closing of the Acquisition is subject to customary closing conditions, including the absence of any material adverse effect on

ither Lenovo or the Business, the receipt by Lenovo of certain required consents and those consents, as of completion, remaining in full fo

nd effect, or no longer being required, as well as clearance by the Committee on Foreign Investment in the United States ( CFIUS ),

ermination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of

ertain foreign antitrust approvals and clearances. The closing is subject to approval of the Hong Kong Stock Exchange of the issuance of t

Lenovo Shares and certain third party consents required to be obtained by Lenovo in connection with the Acquisition Agreement. The clos

s not subject to any financing condition or vote of Googles or Lenovos stockholders.

The Acquisition Agreement contains customary representations, and warranties, and covenants by Google, and Lenovo, including

ovenants regarding the operation of the Business prior to the closing.

The Acquisition will be completed on the third business day following the first day on which there is satisfaction or waiver of all

onditions precedent to the obligations of the parties to the Acquisition Agreement.

Forward-Looking Statements

The foregoing description of the Acquisition Agreement and the transactions contemplated thereby includes forward-looking stateme

within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-ooking statements generally can be identified by phrases such as Google or management believes, expects, anticipates, foresees,

forecasts, estimates or other words or phrases of similar import. Similarly, statements herein that describe the proposed transaction,

ncluding its financial impact, and other statements of managements beliefs, intentions or goals also are forward-looking statements. It is

ncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impac

hey will have on the results of operations and financial condition of Google or the price of Google stock. These forward-looking statement

nvolve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking

tatements, including but not limited to the ability of the parties to consummate the proposed transaction and the satisfaction of the conditio

recedent to consummation of the proposed transaction, including the ability to secure regulatory approvals at all or in a timely manner; an

ther risks and important factors contained and identified in Googles filings with the Securities and Exchange Commission, such as its

Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the

orward-looking statements. The forward-looking statements included herein are made only as of the date hereof. Google undertakes no

bligation to update the forward-looking statements to reflect subsequent events or circumstances.


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tem 9.01. Financial Statements and Exhibits.

i) Exhibits.

Exhibit

No. Description

99.1 Press release of Google Inc. dated January 29, 2014


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be sign

n its behalf by the undersigned hereunto duly authorized.

GOOGLE INC.

Date: January 29, 2014 /s/ KENT WALKER

Kent WalkerSenior Vice President and General Counsel


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Exhibit

Lenovo to Acquire Motorola Mobility from Google

Research Triangle Park, North Carolina, and Mountain View, California - January 29, 2014: Lenovo (HKSE: 992) (ADR: LNVGY) and

Google (NASDAQ: GOOG) today have entered into a definitive agreement under which Lenovo plans to acquire the Motorola Mobility

martphone business. With a strong PC business and a fast-growing smartphone business, this agreement will significantly strengthen Leno

osition in the smartphone market. In addition, Lenovo will gain a strong market presence in North America and Latin America, as well as

oothold in Western Europe, to complement its strong, fast-growing smartphone business in emerging markets around the world.

The purchase price is approximately US$2.91 billion (subject to certain adjustments), including US$1.41 billion paid at close, comprised o

US$660 million in cash and US$750 million in Lenovo ordinary shares (subject to a share cap/floor). The remaining US$1.5 billion will be

aid in the form of a three-year promissory note.

Lenovo, which in 2005 acquired IBMs PC business and its legendary PC brand, will now acquire world-renowned Motorola Mobility,

ncluding the MOTOROLA brand and Motorola Mobility's portfolio of innovative smartphones like the Moto X and Moto G and the DROM Ultra series. In addition to current products, Lenovo will take ownership of the future Motorola Mobility product roadmap.

Google will maintain ownership of the vast majority of the Motorola Mobility patent portfolio, including current patent applications and

nvention disclosures. As part of its ongoing relationship with Google, Lenovo will receive a license to this rich portfolio of patents and oth

ntellectual property. Additionally Lenovo will receive over 2,000 patent assets, as well as the Motorola Mobility brand and trademark

ortfolio.

Motorola Mobility enjoys outstanding brand awareness around the world, and is currently the #3 Android smartphone manufacturer in the U

nd #3 manufacturer overall in Latin America.

The acquisition of such an iconic brand, innovative product portfolio and incredibly talented global team will immediately make Lenovo a

trong global competitor in smartphones. We will immediately have the opportunity to become a strong global player in the fast-growing

mobile space, said Yang Yuanqing, chairman and CEO of Lenovo. We are confident that we can bring together the best of both compani

eliver products customers will love and a strong, growing business. Lenovo has a proven track record of successfully embracing and

trengthening great brands - as we did with IBMs Think brand - and smoothly and efficiently integrating companies around-the-world. I am

onfident we will be successful with this process, and that our companies will not only maintain our current momentum in the market, but a

uild a strong foundation for the future.

Lenovo has the expertise and track record to scale Motorola Mobility into a major player within the Android ecosystem. This move willnable Google to devote our energy to driving innovation across the Android ecosystem, for the benefit of smartphone users everywhere,

Larry Page, CEO, Google.

As part of Lenovo, Motorola Mobility will have a rapid path to achieving our goal of reaching the next 100 million people with the mobile

nternet. With the recent launches of Moto X and Moto G, we have tremendous momentum right now and Lenovos hardware expertise an

lobal reach will only help to accelerate this, said Dennis Woodside, CEO, Motorola Mobility.

The transaction is subject to the satisfaction of regulatory requirements, customary closing conditions and any other needed approvals.

About Lenovo

Lenovo (HKSE: 992) (ADR: LNVGY) is a US$34 billion personal technology company - the largest PC maker worldwide and an emergin

Plus leader - serving customers in more than 160 countries. Dedicated to exceptionally engineered PCs and mobile internet devices, Lenov

usiness is built on product innovation, a highly-efficient global supply chain and strong strategic execution. Formed by Lenovo Groupscquisition of the former IBM Personal Computing Division, the Company develops, manufactures and markets reliable, high-quality, secu

nd easy-to-use technology products and services. Its product lines include legendary Think-branded commercial PCs and Idea-branded

onsumer PCs, as well as servers, workstations, and a family of mobile internet devices, including tablets and smart phones. Lenovo, a glob

Fortune 500 company, has major research centers in Yamato, Japan; Beijing, Shanghai and Shenzhen, China; and Raleigh, North Carolina.

more information see www.lenovo.com .


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About Motorola Mobility

Motorola Mobility, a Google company, creates mobile devices and wireless accessories that simplify, connect and enrich peoples lives. Fo

more information, visit motorola.com/mobility

About Google

Google is a global technology leader, focused on improving ways people connect with information. Googles innovations in web search an

dvertising have made its website a top Internet property and its brand one of the most recognized in the world.

Contact information

Lenovo:

Motorola Mobility : [email protected]

Google : [email protected]

Ray Gorman Brion Tingler

919 257 6325 917 528 1992

[email protected] [email protected]

sec goog/lenovo

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