Between the Lines

Larry Dignan, Andrew Nusca and Rachel King

Nokia's Microsoft deal leads to shareholder revolt, call for a "Plan B" (updated)

By | February 15, 2011, 1:27pm PST

Summary: The mobile partnership between Nokia and Microsoft is under fire by shareholders who are calling for the CEO’s head and are proposing a “Plan B” on how to revive Nokia’s position as a mobile powerhouse.

update below

Were the champagne celebrations of a Nokia-Microsoft partnership premature?

An unnamed “group nine young Nokia shareholders” who have also been employees at some point today released an open letter to the company’s other shareholders and institutional investors that, in a nutshell, said that the Microsoft deal is a bad one for Nokia and that CEO Stephen Elop should be replaced. (Techmeme)

In the letter, the group said it plans to challenge the Microsoft partnership and strategy at the company’s Annual General Meeting for Shareholders on May 3. It said that it has also developed a “Plan B” approach that involves not only replacing Elop but also looks to revamp the company’s hiring strategy and eliminate “outdated and bureaucratic R&D practices.”

These shareholders said they want to avoid, at all costs, “becoming a poorly differentiated OEM with only low margin, commodity products that is unable to attract top software talent and cannot create shareholder value though innovation.”

In generations past, a small group of shareholders might have had trouble generating support for a plan that runs contrary to what the executives determine to be best. But in the modern age of communications, the group is spreading its message virally on the Internet and asking others - from other shareholders to users, fans, employees or developers - to join the cause by spreading the word via Facebook, Twitter and their own blogs.

It’s unclear whether these shareholders will gain any traction with their efforts - but they seem to be in good company. Financial markets also seem to have a bad feeling about this deal with Microsoft, which, like Nokia, is suddenly finding itself scrambling to catch up because it failed to respond and innovate fast enough when the market shifted.

It’s almost ironic that HP, which has been a long time partner is distancing itself from Microsoft on the mobile front, pushing its WebOS over Windows, while Nokia, which has also seen a decline in its own mobile leadership, would turn to Microsoft as its savior.

Separately, at the Mobile World Congress conference in Barcelona today, Google CEO Eric Schmidt said that his company tried hard to woo Nokia and that the two were involved in “extensive” confidential discussions, according to a Reuters report.

Also see: Fear of Google drove Nokia-Microsoft partnership

Meanwhile, Nokia Executive VP Mary McDowell told Bloomberg that the Microsoft option was the only one put before the board for a vote at its Feb. 10 meeting, a day before Elop and Microsoft CEO made their partnership announcement. McDowell told Bloomberg:

We had presented three scenarios: continue with the current plan of record, a Google option and a Microsoft option but the recommendation that we made to them was the Microsoft option so that’s what they approved.

That report noted that, since then, Nokia’s shares have declined by 18 percent and wiped out about 5.5 billion euros, or $7.4 billion, of the company’s market value.

update Feb. 17: It appears that this “Plan B” revolt is a hoax, according to Dow Jones and a Twitter post. That message reads: “there are no ‘nine young investors’, just one very bored engineer who really likes his iPhone.” Dow Jones said it never could confirm the identities of those behind the Plan B.

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Sam has been a technology and business blogger for more than 18 years.

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Sam Diaz

Sam Diaz has nothing to disclose.

Biography

Sam Diaz

Sam has been a technology and business blogger, reporter and editor at ZDNet, the Washington Post, San Jose Mercury News and Fresno Bee for more than 18 years. He's a member of the National Association of Hispanic Journalists and a graduate of California State University, Fresno.

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RE: Nokia's Microsoft deal leads to shareholder revolt, call for a
Graham Ellison 16th Feb 2011
@MSFTWorshipper Have you undertaken an irony by-pass?
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These shareholders said they want to avoid, at all costs, becoming a poorly differentiated OEM with only low margin, commodity products that is unable to attract top software talent and cannot create shareholder value though innovation.

Riiiight. And how are they going to do that? Symbian? Hahaha. No, try again. Meego? Not likely. I've never even heard of Symbian before this. What does that tell you?
@Cylon Centurion 0005 Never even heard of Symbian? That's the OS running on my cell phone before the iPhone was even born.
Too late for these bunch of babies to cry now.
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Symbian days are over...
jinishans Updated - 15th Feb 2011
@Tiggster We all agree, but, the Symbian days are over.

How many developers are there in this world who knows Symbian Vs. .NET (Silverlight runs ontop of .NET). It would be 100:1.
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Executives will have to listen
Uralbas 15th Feb 2011
If it does gain traction. Elop is gone, and so is Steve Balmer.

When that happens, the market will change as MS will be under new leadership. It may have a chance then.
@Cylon Centurion 0005

It tells me you don't know much about the industry since Symbian still has the biggest mobile phone market share, and was only recently passed by Android as the number 1 smartphone OS. Not knowing what it is is nothing to brag about if you're commenting on a Nokia article.
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never even heard of Symbian?
30otnix 15th Feb 2011
@Cylon Centurion 0005 Tells me you don't know much about phones.
@Cylon Centurion 0005 So how do you think they do it. With a failing MSFT OS? Give me a break! I guess Elop did not resign in MSFT. Here is what the conversation might be -

Ballsmer - Our mobile stratergy sucks and we would be left in dust since people are moving more towards mobile and tablet.
Elop - why dont you partner with some big mobile guys - Say Nokia
Ballsmer - Oh, I tried and they asked me to FTHO. I have an idea, why dont you join Nokia.
Elop - Are you crazy, how would they let me in.
Ballsmer - Let me buy some board of directors and make you the CEO.
Elop - Well then, talk to you after a small break. Over to Nokia!
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Fanboy much? WP7 is hardly a failing OS.

Sad to be the one to tell you this, but WP7 is creating a slight disturbance in the force. It's needed. Google needs the competition.
@Cylon Centurion 0005,
If WP7 is really good (I've seen one in the wild and it was owned by an MS fanboy), why did MS pay Nokia billions (yes billions) to use it?
@Cylon Centurion 0005

Google's competition is APPLE.
@random_name

Easy: They're not.

h t t p : / / w w w .neowin.net/news/microsoft-is-not-paying-nokia-billions-to-support-windows-phone-7?utm_source=twitterfeed&utm_medium=facebook
@Cylon Centurion 0005.
I guess it depends on where you get your news. Hmm neowin.net or The Seattle Times. http://seattletimes.nwsource.com/html/businesstechnology/2014217651_nokia14.html
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failing OS? In what way?
John Zern 16th Feb 2011
@browser.

Because it didn't sell the same amount in 8 weeks that Android did in 2.5 years? That's an odd way to caculate failure from.

But then fanboys have there own math that always give them the answer they want. wink
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if a company gives up some profits via reduced licensing, or actually gives them money, either way the bottom line is the same, so it's all about how the person doing the writing wants to word it for the effect they're looking for.
My point was, Symbian was a flop, reletively ignored by just about everyone. It's dead. And if those 9 shareholds can't see that, that is their own problem.
@Cylon Centurion 0005 Symbian was NOT a flop, it made Nokia a lot of money, for a lot of years. It's still making them money. The problem with Symbian is mostly due to an interface that is having trouble competing with the latest from Apple and Google. Symbian is the best selling OS of all time, do some reading or stop making ridiculous comments. It's embarassing.
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If it was making them money, they would be in this position to begin with. The OS is dying. Saving it hasn't work, and all indications point that Meego would have gone the same route.

Android was a non starter.
@Cylon Centurion 0005

Symbian wasn't a flop at all. It's just past it's prime and hasn't been kept up to date. It's a bit like how things would go if MS had just kept polishing the heck out of Windows 3.1.1 wile Apple rolls out OS X.
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JRonin is right
Richard Flude Updated - 15th Feb 2011
Nokia, as was the rest of the industry, was caught off guard by the iPhone redefinition of the smartphone interface and app store initiative.

They either develop their own platform, or partner. These shareholders want to see then develop their own (risky but rewarding if they get it right). Nokia's CEO choose the easier path. I'd question the choice of partner, none of these MS partnerships have ever worked in the past. I'm sure this one will;-)
@Cylon Centurion 0005

No it wasn't. My previous phone before my 3GS was a Nokia E65. (Before that I had a 6310i and before that a 5110) It was a great phone for the time (oh and I could even do video calling on it - you were not first Apple) but Symbian has reached it's use by date and most of it's sales are now into developing nations. Adapt or die.
@Cylon Centurion 0005 : You obviously don't know about the world outside US then. When I was in US (this was before iPhone), the only phone I could not find was the Nokia. I had a hard time getting a hold of the charger which I left home. BUT, when I was elsewhere (read other places than US), guess which phone I would see most often? Yup - the Nokia. Here in India, Nokia is an undisputed market leader, as it was for a time in Europe. And all this while it was *NOT* running WP7.

But, and this is what I think is the truth, your problem is not that you did not know that Symbian was a leading mobile OS, your problem is that Nokia is not being thankful enough to Microsoft for letting it embrace the WP7 platform. As far as you are concerned, Nokia should be ever thankful to Microsoft for letting it use WP7. NOT! Don't forget that Nokia was to mobile phones what M$ was to PCs, only much, much better. That it does not enjoy that position does not take away from Nokia what it once was.
@Cylon Centurion 0005

Silence Dumbo! You know not of which you speak.
@james347
You're one to speak wink
I've never even heard of Symbian before this. What does that tell you?
That you are an idiot!
@Cylon Centurion 0005
"Riiiight. And how are they going to do that? Symbian? Hahaha. No, try again. Meego? Not likely. I've never even heard of Symbian before this. What does that tell you? "
That you are ignorant?
What they want is, not being bought by MSFT for free. MSFT must purchase the company or else.
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Nothing new, or unusual here.
AllKnowingAllSeeing Updated - 15th Feb 2011
Eveytime something like this happens you always get some shareholders that aren't happy with the deal (I've been there, myself with Amp, inc), usually because of "self preservation" (which is fine)

The problem is that the direction they were going obviouslly wasn't working (because of the employees? who knows) and now their future may be in jeopardy because they didn't step up to the plate when needed?They are open source programers there, so that could be the reasoning

This is nothing new, you read about it all the time. National pride can do it too: Who wants to believe that their company needs to be save by a foreigner?

But then there could be alterior motives too: they could be Goolge shareholders for all I know.
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I know. 9 is a revolt?
John Zern 15th Feb 2011
@AllKnowingAllSeeing
I agree, You will always have unhappy shareholders because everyone knows better.
@John Zern

Amen. Don't have a crystal ball and don't know whether this will work out or not, but *do* know that these guys don't have a crystal ball, either.

This isn't even Monday morning quarterbacking, they just did the coin-toss and people are criticizing the captains' decision to defer.
@John Zern
What percentage of the company do those nine shareholders hold?
I guess I'm at a loss as to when a small group of investors, who we don't even know have voting rights, writing an open letter to other investors = shareholder revolt. More than likely, the major shareholders already signed off on the deal and probably are part of the board that hired Elop in first place. Giving these letter writing chumps air time seems a bit silly to me. Maybe it fits the meme of the day (Moto and Verizon downplayng WP7) but it it just reeks of shoddy reporting. It's so far out in left field, on it's face it's not even plausible.
@retnep yup
An open letter is going to have no effect on this deal. I hope that group sells all their shares so Nokia can laugh at them in 2 years when their stocks are rising high. This Nokia Microsoft deal is a win-win for everyone. Nokia gets a modern day mobile OS supported by a powerhouse tech company, Microsoft gets sales of WP7 licenses. I can't possibly see how this could be bad when both companies will be selling their products at a rate never seen before.
@Loverock Davidson
It will be bad for Nokia because they won't be able to differentiate their phones from competitors with WP7. Before the "Smart Phone" OS, they did well with Symbian partly because they controlled both the hardware and the software. With WP7, they'll be selling with razor thin margins trying to compete with cheap Chinese phones with the same OS.
@random_name
Nonsense. WP7 brings a fresh new UI and an intuitive interface to the mobile world that nobody else has.
@random_name

Nokia is actually now the ONLY WP7 vendor which can customize the OS. This way they can get at least a shot at differentiation, while piggybacking on the full WP7 ecosystem and massive developer pool.
@Loverock Davidson Over the years I've learned that anyone who uses the simplistic term: "I hope" in relation to business matters is an idiot.

One could *HOPE* that China would not take advantage of the West's current situation quite so aggressively, but to what end? The same applies here. Nokia had nothing to offer in response to Apple for 4 years. They allowed a trojan horse in, and he delivered a Biblical, yet candid prologue last Tuesday - then expected to be hailed a saviour on Friday when he signed the deal with his old boss - Ballmer.

What do we rational thinkers learn from this? First of all, the deal was all about Microsoft's desperate attempts to catch up with Apple and Google. Nokia is just their latest vehicle. But it's not the first time. There was a previous deal in 2009. Haven't heard about it? No, neither has anyone else - it amounted to nothing.

You're assertion that "An open letter is going to have no effect on this deal" is utterly naive. The stock price fell like a stone the moment the deal was announced. The volume of stock that was traded [panic sold] in those few hours was massive.

If you really do think this is "a win-win for everyone." then you clearly don't understand business, or how damaging Microsoft's influence and strategic deals have been and continue to be in the tech industry.

Wake up and smell the coffee. Microsoft under Ballmer is a poison chalice. Nokia have just committed suicide. But if you think I'm wrong, buy Nokia and Ms stock now as they're at the bottom - always assuming this is the bottom. But if you're wrong [and you are] and I'm right, [and I am], both these companies will fail within the next 5-10 years. One much sooner than the other.
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Why does everyone hate MS so much?
P. Douglas Updated - 15th Feb 2011
It's so ridiculous! Elop must be punished for going along with MS, when the MS option is Nokia's most viable option? Symbian and Meego are not options, because they are too far behind, and have no hope of catching up - and Meego keeps crashing. Going Google would have highly commoditized Nokia's phones, and drove value out of them. With WP7, Nokia gets the best, most modern OS out there, with opportunities to differentiate in hardware, software, and services - all of which can better be monetized than under Google or Symbian.

MS needs to fire back at its opponents by calling them rabid haters. MS should issue press releases calling its detractors mindless haters, and showing where their claims have no merit.
@P. Douglas
First, you made the assertion that MS is Nokia's most viable option. Given the lash-back apparent in the news, that's obviously debatable. As for why some people don't like them: Microsoft's reputation for betraying its "partners" is legendary. Then there is monopoly abuse, subverting standards, FUD (see patent accusations against Linux) and more. To get caught up, you can start here: http://en.wikipedia.org/wiki/Criticism_of_Microsoft
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Trouble in paradise?
Habiloso Updated - 15th Feb 2011
@P. Douglas
The situation is complex and I do not pretend to have the answers. A few points might provide some insight. Motorola has described WP7 as, "Too little, too late" and decided not to use it at all. When the MS-Nokia deal was announced, the Nokia share price fell by several percent. Nokia employees effectively went on "strike" and now a shareholder group is launching an action to overturn the decision. You and I can debate as much as we want as to whether or not the MS-Nokia deal is good or not; however, those with invested money seemingly are against it and they have far more to lose than you or I!
@P. Douglas

I am fairly certain that I like all of your comments.

Continuing down the Meego/Symbian path was a slow but steady march to irrelevance. Nokia had two choices: Android or Windows Phone. Love or hate Microsoft / Windows Phone, it offers Nokia the best chance for survival and differentiation.

Elop was hired to change the status quo. These 9 (yes, ZERO-NINE) shareholders have done nothing but prove that he was the right choice. Now they just need to let him do his job.
@Rich Miles
If you read the article, The board was only given one option. The option that Elop presented on Feb 10, 2011 was Windows phone 7 series OS. Android was not even an option for the board to vote on. Now the board, is wrong for not pressing other options. But after the ?Burning platform? memo was intentionally leaked (and I believe it was Elop that leaked it), it does raise questions. Remember the management at Microsoft believes that Google is cancerous, so Elop is not an unbiased person.
@Rick_K

Oh Rick. In the Bloomberg link from this very article. It says the board was given three choices. I will even bring the relevant text over here so you can read it.

?We had presented three scenarios: continue with the current plan of record, a Google option and a Microsoft option but the recommendation that we made to them was the Microsoft option so that?s what they approved,? she said. The executives first went to the board in November with the options, she said.

So, this has already been approved for quite time. My guess is that they did some preliminary work after the initial sign off and decided that the plan was going to work so they got one final sign-off before going public with it.
@Rich Miles
THe board was looking for options. THe persons presenting those Options were ?recommending only 1 option?. The relevant part of the text, which you clearly missed is but the recommendation that we made to them was the Microsoft option so thats what they approved, she said.
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Namecalling
John L. Ries 15th Feb 2011
@P. Douglas
"MS needs to fire back at its opponents by calling them rabid haters"

MS' many fans have been doing that right here on ZDNet for over a decade. How many minds do you think they've changed?

What MS' management and fans have steadfastly refused to examine is the source of the antipathy. It's easy to them to comfort themselves by attributing every last bit of it to envy (yep... antitrust authorities the world over are "just jealous"), but unless MS and their defenders start addressing the actual complaints, instead of inferring insincerity and/or irrationality on the part of those making them, they're just taking to each other.
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MeeGo team anyone?
Tiggster 15th Feb 2011
I bet its all the MeeGo guys who are about to get laid off. LOL
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Shows you how lazy Intel is
Joe_Raby 15th Feb 2011
@Tiggster

Intel's side projects are getting lazier and lazier. UEFI implementation by Intel is a joke, and so was Moblin. Nokia was better off with Maemo before Intel's slow-moving, un-oiled gears came into play.

Now, they either have to differentiate or get consumed. The only way to differentiate is with something big, and yet small at the same time. Windows Phone 7 is the answer. It doesn't have the market share of Android and iPhone, but it comes from a software vendor that is willing to back it up. And still, it's different from Android and iOS. It's the underdog, but a fighting one at that.
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You say "ironic" but nothing of the sort, Sam
John Zern Updated - 15th Feb 2011
they are two different businesses.
HP is going with WebOS becasue they are getting into field dominated by Samsung, HTC, Nokia, LG, Apple so they need to make something different to standout and have a chance of competing.

Should they fail, their core business (Windows based PC, Servers, storage ect) will continue to earn them an income, so they can afford to take the chance. They could always go with WP7 and Android later on should WebOS not be OS people want.

But Nokia needs something different too, and the fact that they can get the oportunity to work with a new OS they can modify tho their needs (and by all accounts stable, fast, lightweight) it makes sense.

Look at all the complaining here by Android users about updates, fragmentation, stability, versions, ect.

If Google could ensure updates and uniformity across all product lines maybe they would be the choice, but right now they're's a new version: Honeycomb.

Nokia makes phones and can't afford to fall back onto another product line as this is their core product line.
@John Zern

Expect to find WebOS on all HP laptops and PC's too, it will replace splashtop.
@MSFTWorshipper Have you undertaken an irony by-pass?

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