HP beats out 4 other companies in order to buy Palm
It may have seemed like all of the potential suitors for a Palm buyout were longshots before HP and Palm announced their deal. However, in order for the HP / Palm buyout to be completed, the companies in question need to file with the SEC a detailed report of all negotiations that went down behind closed doors. This is where we find out that a bidding war went down for HP to come out on top; oh and it wasn't all rainbows and butterflies with this merger deal either. A timeline of the juicy details after the break.
February 17: Seeing the writing on the wall, Palm puts together a committee headed by Jon Rubinstein to figure out all possible options. This could have been anything from letting other companies put webOS on their products (ala Android) to a complete buyout.
February 25 - April 1 - Palm had spoken to 16 different companies with only 5 of them actually making bids. HP was the only company named but the four others are identified as A, B, C, and D. Palm liked what HP, A, and B were all about, while C and D were simply after Palm for their IP portfolio.
Early March: The decidedly best option for Palm was for them to sell off the company instead of licensing. Reasons cited were dilution of the Palm IP and company value. Which is odd because we reported that Ruby really felt that licensing was a valid option at that point.
April 13 - HP low-balls Palm for $4.75 a share (roughly 1 billion dollars for Palm) and 30 days exclusivity for negotating.
April 15 - Company A offers $600 million cash and Company B offers stock-for-stock options. At this point, Palm then responds to HP by declining the exclusivity deal unless their offer improves. HP says no thanks and doesn't offer anymore. Palm also tells A and B that their offers aren't good enough to stockholders and they needed more, both of them exit from the bidding.
April 18 - Company C offers between $6 - $7 a share and a completed transaction within 2 weeks.
April 19 - Palm sends both HP and C draft merger agreements.
April 20-21 - Palm and HP enter into upper management meetings resulting in HP offering $5 a share. Also, Company C drops their offer to $5.50 and sends Palm a revised merger document that pretty much makes the deal look less promising including a $60 million dollar penalty if the deal falls apart.
April 23-25 - Palm and Company C are involved in heavy negotiations to smooth over the latest merger. (Meanwhile) In the middle of Palm and Company C duking it out, Rubinstein gives HP corporate a call and says "We are really making progress with C" (creative licensing here on my part) and that HP needs to "significantly and immediately" improve their offer to Palm. HP responds with a $5.70 bid; Ruby takes that offer back to Company C who says it wasn't going higher on their bid but would like to buy IP from Palm as well as a nonexclusive license to webOS for $800 million.
April 25 - The board considers and denies Company C's offer.
April 24-28 - Palm and HP work out an agreement; by April 28th the merger details were approved by Goldman Sachs, Palm's outside accounting team. This agreement was announced and detailed the same day during a conference call we live blogged on.
So in the end, the news here seems to be that while analysts and pundits were nearly universally talking about how Palm was doomed, behind the scenes five different companies saw enough value in Palm to negotiate a potential buyout.