A Bloody Ballmer and Stalled Discussions on the Long Road to a Nokia Deal

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Steven A. Ballmer, Microsoft's chief executive, in 2012. Mr. Ballmer announced his retirement a week and a half before the company said it was buying Nokia's phone units. Credit David Mcnew/Reuters

SEATTLE — “We are on different planets.”

That was the response of Risto Siilasmaa, the chairman of Nokia’s board of directors to Steven A. Ballmer, Microsoft’s chief executive, after a team from Microsoft presented an acquisition proposal to Nokia in late April. The morning presentation, led by Mr. Ballmer, took place at the offices of Skadden, Arps, Slate, Meagher & Flom in New York City.

After Microsoft’s pitch, which took about 45 minutes, Nokia’s side huddled in another conference room to consider the proposal. They weren’t satisfied. The price Microsoft was offering for Nokia was a major sticking point, but there were many other ways in which Nokia and Microsoft weren’t seeing eye-to-eye, including who would retain ownership of Nokia’s mapping service.

So went one of several pivotal meetings in Microsoft’s long, on-and-off courtship of Nokia, which finally ended this week with the software giant’s $7.2 billion agreement to purchase the Finnish company’s mobile phone and services business. The following account is drawn from people with intimate knowledge of the negotiations, who declined to be identified because the discussions were confidential.

The initial discussions about a deal began at the end of January with a five-minute phone call Mr. Ballmer made to Mr. Siilasmaa, in which he asked the Nokia chairman to meet in person so they could discuss an earlier mobile partnership the companies struck in early 2011. The two men met in February at a hotel in Barcelona that Microsoft had taken over during Mobile World Congress, an annual confab for the wireless industry.

They talked frankly about the pros and cons of their existing deal, under which Nokia used Microsoft’s Windows Phone operating system on its smartphones. Mr. Ballmer expressed a belief that Microsoft and Nokia could innovate more quickly in the mobile market if their products were produced by a single company, Microsoft.

There were other inefficiencies. For instance, the two companies were effectively duplicating their marketing, as each ran separate advertising campaigns featuring Nokia’s Windows Phones.

The two companies also needed to sort out what their long-term plans were. Sales of Nokia’s phones were picking up in some parts of their world, but they were still a tiny, single-digit fraction of smartphone shipments. Nokia had an option to exit its partnership with Microsoft at the end of 2014, which opened up the possibility that it might have switched to Google’s Android operating system, a potentially fatal development for Microsoft’s mobile phone works.

Microsoft, too, could have pursued an acquisition of another handset maker like BlackBerry or HTC. A wide variety of options were being considered by both companies.

But when it came time for Microsoft’s first formal presentation of an acquisition offer to Nokia, it bombed. The companies decided to get people from each side to have deeper conversations about the mechanics of an acquisition. Terry Myerson, the head of engineering for Microsoft’s mobile efforts at the time, began talking with Stephen Elop, then the chief executive of Nokia. Other executives in finance and legal at Microsoft and Nokia paired up.

Microsoft and Nokia decided to reconvene over Memorial Day weekend in May at the London offices of Simpson Thacher, one of Microsoft’s law firms, when a small disaster struck.

Mr. Ballmer and Brad Smith, Microsoft’s general counsel, were walking across the law firm’s lobby, when Mr. Ballmer — absorbed in reading a document from Nokia related to the deal — tripped on a glass coffee table. Letting out a loud shriek, Mr. Ballmer fell to floor, hit his head and began bleeding above his eyebrow.

Executives from Nokia sequestered in a conference room elsewhere in the offices were baffled by the sound, wondering whether Mr. Ballmer was reacting badly to a counter-proposal they had made. His security detail patched him up, and Mr. Ballmer resumed negotiations.

By the afternoon of the next day, participants in the discussions noticed the coffee table was gone.

Those discussions didn’t go far either. Nor did a follow-up trip that Mr. Ballmer and Mr. Smith made to Finland on June 14. The two ate an early dinner with Mr. Siilasmaa and Mr. Elop at a mansion, once owned by the Russian military, that now belongs to Nokia in the rural town of Batvik, not far from Helsinki.

The men discussed the lack of progress in their deal talks and unrelated topics, like the disclosure of the National Security Agency’s Prism Internet surveillance program by the former N.S.A .contractor Edward Snowden. The Microsoft executives spent all of four hours on the ground in Finland.

After that aborted meeting, Nokia declined to have more formal deal talks with Microsoft unless it agreed to a handful of preconditions, including a commitment to set up a source of financing for Nokia. Nokia also made it clear that it had no intention of parting ways with a mapping service called Here, which Microsoft wanted as part of the deal. Microsoft had to come to peace with that, Nokia executives said.

Once Microsoft and Nokia were on the same page about those terms, executives from both companies met in early July in New York, where they finally had a breakthrough. Microsoft proposed that Nokia could grant a license to its mapping service that would allow Microsoft access to its source code, so it could customize the service and own any improvements it made. Nokia liked the idea, which still gave it the freedom to freely license the mapping service to other companies.

Over the course of a weekend, Microsoft and Nokia gradually edited a set of PowerPoint slides outlining the deal into a set of principles that both companies were happy with. The companies set Sept. 3 as a deadline for turning those slides into a formal deal agreement and conducting due diligence.

Mr. Ballmer and Mr. Siilasmaa shook hands on an agreement that weekend.

At 6 A.M., Helsinki time, on Sept. 3, Nokia and Microsoft finally announced their deal.