My understanding (which I heard from a pretty reliable source at the time) is that this deal was baked (both sides agreeing), but broke down because the Groupon board insisted on a guarantee from Google that it would close over anti-trust objections, and Google wouldn't give that term.
Background: in a typical acquisition, closing is subject to HSR anti-trust approval. If the government doesn't approve, then the deal breaks up. This means that the target company is taking a risk that after announcing the deal (and being paralyzed in a post-signing/pre-closing period that could last several months), the deal could be broken up and the target company could be left holding the bag and forced to get back on an independent path. Which is pretty rough.
In this case, Groupon wanted Google to go long the anti-trust risk -> in other words, Google would have to divest the asset if the government killed the deal.
I think (not sure) Google had given this term up on the AdMob deal, but believed that it couldn't do it again on the Groupon acquisition (which would have been the biggest deal Google had ever done), or it would have set a precedent that every other company would have insisted on going forward in M&A discussions.
Background: in a typical acquisition, closing is subject to HSR anti-trust approval. If the government doesn't approve, then the deal breaks up. This means that the target company is taking a risk that after announcing the deal (and being paralyzed in a post-signing/pre-closing period that could last several months), the deal could be broken up and the target company could be left holding the bag and forced to get back on an independent path. Which is pretty rough.
In this case, Groupon wanted Google to go long the anti-trust risk -> in other words, Google would have to divest the asset if the government killed the deal.
I think (not sure) Google had given this term up on the AdMob deal, but believed that it couldn't do it again on the Groupon acquisition (which would have been the biggest deal Google had ever done), or it would have set a precedent that every other company would have insisted on going forward in M&A discussions.