As I predicted two weeks ago, it looks likely that Nokia
But Symbian's corporate bylaws allow existing shareholders to purchase shares of any exiting shareholder, in proportion to the buyer's existing stake in Symbian. Nokia's co-owners of Symbian can therefore exercise their "pre-emptive rights" to block Nokia from acquiring a controlling stake. In fact, they can limit Nokia to as little as 46.7% -- rather than the 63.3% Nokia was hoping for.
At present, the co-owners and their stakes are as follows:
- Nokia -- 32.2% of Symbian
- Psion -- 31.1%
- Panasonic (a subsidiary of Matsushita Electric
(NYSE:MC)) -- 7.9%
- Samsung -- 5%.
- Sony Ericsson (a joint venture between Sony
(NYSE:SNE)and Ericsson) -- 1.5%
Of the partners, Ericsson reportedly opposes Nokia's move, but it will need to organize support among the other co-owners if it is to derail the deal.
In fact, Ericcson needs to enlist all of the other co-owners as allies. If either Panasonic alone, or Siemens and Samsung together, decline to acquire more shares in Symbian, then Nokia will have control (albeit, by a razor-thin margin).
There are two endgames possible. Either Ericsson and the other partners band together and block Nokia's acquisition of control -- in which case, Nokia will probably bide its time and try to buy out another co-owner at a later date. Or, Ericsson will fail to gather the necessary support, and Nokia will win the battle for control.
Let's just hope the victory does not prove Pyrrhic. After all, if Symbian is no longer a "joint venture" among the major telecom players and becomes a Nokia-dominated entity, what will the other players think of their reduced status? These co-owners are all Nokia competitors -- and such Nokia competitors might be less than thrilled to find themselves buying software from what has become, in effect, a Nokia subsidiary.
Not sure what a pre-emptive right is and afraid to ask? Never fear, Fool! Knowledge abounds and advice is free on our Ask A Foolish Question board. Only on Fool.com.
Motley Fool contributor Rich Smith owns no shares in any company mentioned in this article, although he has owned shares of Nokia in the past.
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