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Deleted member 11852
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Nvidia didn't have to pay ARM $3bn if they cancelled, that is what Microsoft are on the hook for. Could have almost bought Bungie.. again!
Microsoft acquired Activision Blizzard King for $69 Billion on 2023-10-13
- Thread starter Rangers
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Nvidia didn't have to pay ARM $3bn if they cancelled, that is what Microsoft are on the hook for. Could have almost bought Bungie.. again!
well, they could just bring forward their intentions with Call of Duty and say that it's not going to be multiplatform. There are more direct ways of ensuring it.Nvidia didn't have to pay ARM $3bn if they cancelled, that is what Microsoft are on the hook for. Could have almost bought Bungie.. again!
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Deleted member 11852
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Which would result in Actvision-Blizzard, litigating Microsoft for forcibly jeopardising and sabotaging the deal. Their merger strategy was agreed between the two parties in advance. That puts Microsoft on the hook for the original amount, legal costs and probably damages on top and nobody seriously wanting to enter into a merger with them for some time.
If you want to know how litigious the US process is, look at Elon Musk and Twitter.
Microsoft Will Reportedly Pay Activision Blizzard $3 Billion If Regulators Block The Merger
it's a fun conspiracy theory, but they will pay regardless. Occam's razor suggests that there are timed deadlines that MS is aiming to achieve and integration of a company this size takes years. The longer this is in regulation the longer it takes for them to get started. They may be shooting this out as fodder for other regulators to take a look at what's going on here so that they pass phase 1 in other territories, but I very much doubt they are trying to torpedo their own merger here. I think MS is pretty confident that they will be able to push this through which is why the deal is signed in this way. If the shareholders back out they will pay MS 2.7B.
They made a contract signed in blood, they are going all the way through with this, MS will sue (and then likely win) before accepting a regulators block.
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Deleted member 11852
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If you look at the specifics, Microsoft may have to pay Activision-Blizzard compensation depending on the specific nature of failure of the acqusition. There is a minimum $2bn fee if the FTC rejects the deal. Specifically, if Activision isn't in material breach of any provisions of the deal, Microsoft would pay a termination fee of $2.0 billion if the termination notice is provided before Jan. 18, 2023; pay $2.5 billion if provided after Jan. 18, 2023 but before April 18, 2023; and pay $3.0 billion if provided after April 18, 2023. There is no stated compensation if the CMA or EU reject the deal - presumably because their processes are different, certainly less predictable because the assessments are more dynamic.
I prefer the use of the word 'facts' over 'conspiracy theory' but whatever.
ATVI/MSFT: Companies File Merger Agreement With SEC; Microsoft Divestiture Obligations Capped at Material Adverse Impact; $2.27B Termination Fee, $2B-$3B Reverse Termination Fee
Activision Blizzard, Inc. and Microsoft Corporation file merger agreement with SEC; Microsoft divestiture obligations capped at material adverse impact
reorg.com
6.2 Regulatory Approvals.
(a) Antitrust Law and Foreign Investment Law Filings. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, will use their respective reasonable best efforts to
(i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act promptly following the date of this Agreement; and
(ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority that are required by other applicable Antitrust Laws or Foreign Investment Laws or that are, in the reasonable judgment of Parent, advisable in connection with the Merger, as identified in
Section 6.2(a) of the Company Disclosure Letter, provided that Parent shall make the final decision as to any required or advisable filings. Each of Parent and the Company will
(A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of such filings;
(B) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings;
(C) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made;
(D) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable;
and (E) prior to independently participating in any meeting, or engaging in any substantive conversation, with any Governmental Authority in respect of any such filings or any investigations or other inquiries relating thereto, provide notice to the other party of such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate.
Parent shall, after good faith consultation with the Company and after considering, in good faith, the Company's views and comments, control and lead all communications, negotiations, timing decisions, and strategy on behalf of the parties relating to regulatory approvals under the Antitrust Laws or Foreign Investment Laws, and any litigation matters pertaining to the Antitrust Laws or Foreign Investment Laws, subject to Parent's obligation hereunder (but subject to the limitations herein) to use its reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable, and the Company shall take all reasonable actions to support Parent in connection therewith. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will permit the other Party and its Representatives to review in advance any written communication proposed to be made by such Party to any Governmental Authority and will consider in good faith the views of the other Party and promptly inform the other Party of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws or Foreign Investment Laws applicable to the Merger, then such Party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 6.2 as "outside-counsel only." Any such materials, as well as the information contained therein, shall be provided only to a receiving party's outside counsel (and mutually acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such material or information.
There is no indication that it is FTC only. Any blocks for any reason, MS is on the hook for 3B. They aren't torpedoing their own merger. Unless you want me to start googling for snipped out items. I think this conversation needs to end here unless you have evidence that they can torpedo their CMA approval without penalty.
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Deleted member 11852
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It's an SEC filing commitment which is restricted under US law to decisions made within that territory, so it can only apply to the FTC process.
There are no equivalent filings - at least disclosed - in other territories. The UK and EU generally frown upon that kind of thing, it's definitely a US-centric thing. The reason it doesn't mention the FTC is because that is implied by the jurisdiction of the SEC.
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Deleted member 11852
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Re-posting in case you missed-this exchange regarding Sony's acquisition of Bungie.
Having checked the CMA were not required to approve this deal because Bungie have no UK presence. You can see the list of UK CMA investigations into Sony for either acquisitions or unfair practices here. As Bungie are based solely in the US, that would make the FTC the only regulator with a voice.
The FTC (and EU) are also taking their investigations of Microsoft acquiring Activision-Blizzard acquisition to the highest scrutiny levels. the EU will be interesting one to watch, because they will also release information about their process. But Xbox is a little less prevalent in the EU compared to the UK, which is important.
Interesting. So all ABK has to do is relocate their UK points of presence outside the UK and this CMA goes away.
The CMA says: "Microsoft's first-party titles are not available on any multi-game subscription services other than Game Pass." there are lots of Bethesda games on PlayStation Plus
Brief list of Bethesda games on PS+ service -- Deathloop, Doom, Fallout 3, Fallout 4, Fallout 76, Fallout New Vegas, Prey, Rage, Elder Scrolls Oblivion, Elder Scrolls Online and Wolfenstein The New Order.
Brief list of Bethesda games on Stadia service -- DOOM, DOOM Eternal, DOOM 64, ESO, Wolfenstein Youngblood, Rage 2
I'm not sure I like that argument as I assume these were in place well before Bethesda was purchased and have existing contracts in place. They didn't become "first-party titles" until MS bought Bethesda and the other studios. Just because they still exist on PS+ isn't an indicator of whether MS want them on PS+ or not, or would have placed them on PS+ had they been developed as first-party titles.
it still doesn't negate the fact that comment was wrong and that the CMA is looking more and more like a bunch of clowns.
Like I said I think ultimately this is going to lead MS to reducing their work force foot print in the UK esp if they are the ones who hold things up.
Johnny Awesome
Veteran
IMO the merger will go through. MS might have to agree to a couple things, but it will happen.
There is also the evidence of Microsoft putting RARE titles on Nintendo Switch Online services. Pretty certain none of those contracts existed before Microsoft acquired RARE in 2002.
I agree, but it's not simply black and white. Both the CMA and Warren's response have no nuance, just whether or not it's true. It's like the argument that Starfield was never announced for PS5... technically it's true but obviously it wasn't nearly close enough to release to actually publicly state platforms prior to being acquired. It's a silly argument, kind of like reading article headlines and ignoring any actual information.
Meta has burned $15 billion trying to build the metaverse — and nobody's saying exactly where the money went
These guys could have used ABKs help. lol
Star Citizen looking like a deal in comparison. But in all seriousness, this is the risk of acquiring as well. Doesn't mean what you're going to do is going to set the world on fire just because you tossed money at the problem.
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The starfield argument is just plain silly to begin with. You can't take away what wasn't announced yet. A game like the new Batman gotham knights took away announced previous gen releases. But Starfield did not have release platforms until after the purchase. Also when looking at bethesda they have a spotty track record of RPG releases for Sony platforms.
It's also about the same as a MS fan complaining that Spider-man is not on the Xbox platform even though Insomniacs previous game was and that Sony should always now be forced to put insomniac games on xbox for ever cause of competitive advantages.
It takes a lot to develop and enter these industries and the bar only gets higher. When Sony entered the industry you just needed a console that could run software and pay a few studios to make games and perhaps make a few studios of your own. Games could be made in 18-24 months by small teams. Now to compete you need not only a cutting edge console but you need an online platform that is capable of everything live and psn are and you need it day 1 before you even make a dime from fans. Not only that but you need to some how give away games with that subscription because that is what Sony and MS do , they give 2 games a month. Then you need a cloud streaming platform because that is what they do. Who knows what you will need come next gen. Each time it involves spending more and more in upfront costs.
This is both a good and bad thing. It is bad that fewer companies can jump into the market but at the same time its good because the competition in the market has allowed the devices to move past a mostly solitary experience that just runs a game and that's it
Despite what CMA and others say it's not MS buying Activision that will stop third parties from entering. It's the sheer amount of Innovation MS has brought to the market and the constant one upping that Ms and Sony have engaged in.
You can see similar in the pc gaming sector. Valve has had steam for two decades and even Epic games who control unreal and one of the biggest multiplayer IPs in history have to give away games to gain any market share because their launcher lacks features Even EA is on atempt number 2 for launchers.
Google failed because they didn't take entry seriously. If they had started 10 or 15 developers 5-10 years ago or if they bought a bunch of developers before launching stadia they might have made some ground. But they didn't and they didn't even innovate they simply followed others. That isn't a winning stragey
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