$12B will be paid in Facebook shares, $4B in cash and an additional $3B in restricted stock units for employee retention.
The closing of the merger is subject to customary closing conditions, including regulatory approvals and is anticipated to complete later in 2014. Upon Closing, Jan Koum, WhatsApp’s co-founder and CEO, will become a member of Facebook’s board of directors.
If the deals fails to pass regulatory approvals, Facebook will pay to WhatsApp $1B in cash and $1B in shares.
WhatsApp, which has built a real-time mobile messaging service used by over 450 million people, will complement Facebook’s existing chat and messaging services to provide new tools.
Following the deal, WhatsApp’s brand will be maintained, its headquarters will remain in Mountain View, CA; and WhatsApp’s core messaging product and Facebook’s existing Messenger app will continue to operate as standalone applications.