Google’s Unusual Offer to WhatsApp

I can imagine the reasoning:

"Company A said they want to be notified if we get acquisition talks wiht company B. The only reason for this is so they could make a counter-offer[1].

If Company A would only buy us to keep us out of Company B's hands then they probably don't care about us and would let us wither

So why bother?[2]"

[1] I cannot think of another reason that would cover such a short timescale

[2] ok, money, but it is still a hassle.

Given track records, if the founders of WhatsApp wanted to keep the business going, selling to Google would have been a wrong choice. Personally, I am still waiting to see what happens to Waze as it's window of freedom comes to a close.

With Instagram and the promises made for WhatsApp by FB, this seems like a very good decision.

It appears the article is behind a pay wall, can anyone give a quick tl;dr of what isn't in the summary?

I can believe Google made the offer and it was rebuffed.

But, I think the price paid here suggests there were other bidders. And, while an acquirer making an offer may want to enforce a 'no shop' agreement, the acquisition target usually wants more bidders. (Does Sequoia keep secrets from Google, when a Google bid could maximize their return?)

So I'd guess Google knew WhatsApp was discussing acquisitions.

I'd love to hear more definitively about how these competing priorities play out in a real high-stakes acquisition negotiation. (Could a Facebook, via a early rich term sheet, cajole a 'no shop' agreement from a target and expect it to stick?)