Microsoft International Holdings B.V. entered into a transaction to acquire devices & services business from Nokia Corporation (HLSE:NOK1V) for €3.8 billion on September 2, 2013. Under the terms of the agreement, Microsoft will also license Nokia's patents for €1.65 billion. Microsoft will acquire substantially all of Nokia's Devices and 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-related production facilities, Devices & Services-related sales and marketing activities, and related support functions. Nokia's Chief Technology Office organization and patent portfolio will remain within the Nokia Group. Ferenc Gonter, Jérôme Thérond, Julien Wlodarczyk of August & Debouzy acted as legal advisors to Microsoft International. The transaction is subject to potential purchase price adjustments, protecting both Nokia and Microsoft, and a $750 million (€567.15 million) termination fee payable by Microsoft to Nokia in the event that the transaction fails to receive necessary regulatory clearances.

Microsoft will acquire the Asha brand and will license the Nokia brand for use with current Nokia mobile phone products. Nokia will continue to own and manage the Nokia brand. Nokia will retain its patent portfolio and will grant Microsoft a 10-year license to its patents at the time of the closing. Microsoft will grant Nokia reciprocal rights to use Microsoft patents in its HERE services. In addition, Nokia will grant Microsoft an option to extend this mutual patent agreement in perpetuity. Microsoft will draw upon its overseas cash resources to fund the transaction. Microsoft will also immediately make available to Nokia €1.5 billion of financing in the form of three €500 million tranches of convertible notes that Microsoft would fund from overseas resources. If Nokia decides to draw down on the financing option, Nokia would pay back these notes to Microsoft from the proceeds of the deal upon closing. The financing is not conditional on the transaction closing. Microsoft selected Finland as the home for a new data center that will serve Microsoft consumers in Europe. The business to be transferred generated estimated €14.9 billion net sales for the full year 2012.

At closing, approximately 32,000 people will transfer to Microsoft, including 4,700 people in Finland and 18,300 employees directly involved in manufacturing, assembly and packaging of products worldwide. Stephen Elop will step aside as Nokia President and Chief Executive Officer to become Nokia Executive Vice President of Devices & Services. Stephen Elop, Jo Harlow, Juha Putkiranta, Timo Toikkanen, and Chris Weber would transfer to Microsoft at the anticipated closing of the transaction. Julie Larson-Green will continue to run the Devices and Studios team, Stefan Pannenbecker will lead Design. The transaction is subject to approval by Nokia's shareholders expected on November 19, 2013, regulatory approvals and other closing conditions and is expected to close in the first quarter of 2014. For Nokia, the transaction is expected to be significantly accretive to earnings per share starting in financial year 2015. As on October 29, 2013, Competition Commission of India approved the deal. As of November 19, 2013, the shareholder meeting of Nokia is taking place to vote on the transaction. As on November 19, 2013, transaction was approved by shareholders of Nokia Corporation. As of November 21, 2013, Nokia says its headquarters near the Finnish capital will be taken over by Microsoft on completion of the sale of its cellphone and services division to the U.S. software company, expected in early 2014. On November 29, 2013, the transaction was approved by CADE. As of December 2, 2013, Microsoft received the unconditional approval of the Justice Department for the transaction. As of December 4, 2013, the transaction was approved by the European Commission. As of December 13, 2013, the transaction has been approved by an Indian Court. On January 28, 2014, the deal was approved from Russia's Federal Antimonopoly Service. As of April 8, 2014, Microsoft received the regulatory approval from the Ministry of Commerce of the People's Republic of China. As announced on March 24, 2014, the sale is expected to close in April 2014. As on April 21, 2014, the deal is expected to close on April 25, 2014. The transaction is now subject only to certain customary closing conditions.

Alan Klein, Anthony Vernace, Jim Cross, Jasmine Kaufman, Jay Yu, Gary Mandel, Jonathan Goldstein, Devin Heckman, Lori Lesser, Marcela Robledo, Samantha Himelman, Greg Grogan, Alina Finkelshteyn, Linda Barrett, Sarah Naseman, Bill Brentani, Sara Terheggen, Adeeb Fadil, Noreen Lavan, Krista McManus and Alison Fagen of Simpson Thacher and Ingrid Rechtin, Evan Cox, Brad Chernin, Miranda Cole, Louise Nash, Matthew Edwards, Robert Wu and Anabel Lee, Peter Swanson, Allison Kerndt, Matthew Kudzin, Ben Wiseman, Marie Lavalleye, Lisa Peets and Bruce Deming of Covington & Burling LLP acted as legal advisors for Microsoft Corporation. George Lee, Sam Britton of Goldman Sachs acted as financial advisors for Microsoft. Kenton J. King, Michael J. Mies, Danny Trico, Jason Tomita, David W. Hansen, Jim Brelsford, Paul W. Oosterhuis, Eric B. Sensenbrenner, Joseph M. Yaffe, Helena Derbyshire, Frederic Depoortere, Steven C. Sunshine, Alec Y. Chang and Giorgio Motta of Skadden Arps Slate Meagher & Flom and Mikko Manner, Paula Linna, Jon Unnérus, Manne Airaksinen and Gunnar Westerlund of Roschier acted as legal advisors for Nokia Corporation. Markus Boser, Gary Weiss, Jennifer Nason of JPMorgan Chase & Co. acted as financial advisors for Nokia. Hannes Snellman Attorneys Ltd. acted as legal advisor for Microsoft International Holdings. Stikeman Elliott LLP acted as legal advisor for Nokia Corporation. Peter Chrocziel, Barbara Keil, René Döring, Marcus Wolter, David Schwintowski, Marius Fritzsche, Jan Bösing and Bas Mees of Freshfields Bruckhaus Deringer and Stephen Harris of Winston & Strawn LLP acted as legal advisors for Microsoft International Holdings. Jamie L. Boucher, K. Kristine Dunn, Karen L. Corman, Meryl K. Chae, Michael E. Hatchard of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as financial advisors for Nokia. The conversion of termination fee is done through www.oanda.com.