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[Ogbert]

N NickFire Ogbert

Do you guys have a take on this clause? How are these conditions enforced? If Microsoft and ABK agreed, could they simply ignore these conditions?

As others have suggested, the clause looks quite straightforward; a block allows either party to walk away from the deal.

I think the thing that we have no idea about is their ability or desire to extend the timeframe of the agreement. There's nothing at law that would stop them doing so, as long as both are still willing (it would be a bit of a faff, but feasible).

I'm broadly of the opinion that MS are actually making more noise about this to try and push the deal through.

 

[Kilau]

Microsoft made those claims officially?

I thought it was just rumors.

They rarely do things "officially", but Brad Smith made veiled threats to the PM about pulling investment and then then Mlex article comes out saying MS and ABK are going to close the merger and leave if they have to and MS never bothers to correct them.

 

[Heisenberg007]

It literally says 'or waived'.

It literally says they can waive. So they can ignore CMA and close the deal.

"Subject to the pursuant of the applicable law"

This wouldn't be, so they can't do it. As "going over the CMA" literally means doing something illegal.

And Meta/Giphy case is quite different from this. Meta never even went to regulators for approval. They were very sneaky (but within their legal rights). Giphy sold their shares, decreased their value, and then agreed to sell to Meta. Giphy fell below the threshold where regulators intervene.

However, regulators still jumped in and looked into it and ordered Meta to sell Giphy. And they had to.

 

[Kilau]

No, MS never proposed doing that. There were rumors that they were trying to find ways of getting around the CMA, but nothing ever official.

I didn't say it was official, but the "rumors" appear to come from MS themselves, if not accurate they surely would have corrected them at the time.

Will Microsoft leave the UK? Brad Smith meets with the government over Activision takeover

The controversy surrounding the nearly $70 billion giant continues. In Redmond, even the most extreme options are being considered.

en.as.com

Yes this is old stuff but when asked at the FTC hearing they were still coy about it, not giving direct answers.

 

[poppabk]

"Subject to the pursuant of the applicable law"

This wouldn't be, so they can't do it. As "going over the CMA" literally means doing something illegal.

And Meta/Giphy case is quite different from this. Meta never even went to regulators for approval. They were very sneaky (but within their legal rights). Giphy sold their shares, decreased their value, and then agreed to sell to Meta. Giphy fell below the threshold where regulators intervene.

However, regulators still jumped in and looked into it and ordered Meta to sell Giphy. And they had to.

Pretty sure the applicable law here is Delaware Corporate Law.
I don't think they intend to close without CMA approval they would be facing huge fines if they did, I'm just saying they probably could (Delaware Corporate Law is insanely dense and plain gobldigook to me so I wouldn't say definitely)

 

[MasterCornholio]

They rarely do things "officially", but Brad Smith made veiled threats to the PM about pulling investment and then then Mlex article comes out saying MS and ABK are going to close the merger and leave if they have to and MS never bothers to correct them.

They don't have to respond to rumors. I remember there were a ton of rumors about the PS5 and Sony didn't respond to most of them.

 

[Jigsaah]

So I was bored and reading the ABK contract and found this.

I now see why Microsoft is so worried about the FTC injunction.

Also, doesn't this pretty much annihilate the theory of Microsoft closing over the CMA?

P.S. I think this is the reason why the CMA restrained Microsoft from investing in ABK for 10 years. They needed to trigger this clause as well as eliminate the possibility of an extension.

Bro, then why are they still pursuing this at all then?

It doesn't make sense to me. Seems like they are trying to shoehorn this through in a hope for some miracle that the CMA....backs off? Or the CAT comes to save the day?

I mean I get it...$3 billion on the table either way it goes, but jeez they got the clause in there for a reason.

I guess my question is. If the PI is denied, what's the chance the CMA sees this and just....gives in? That really doesn't seem likely to me, but hell...what do I know?

I don't really understand the relationship between the CMA and CAT.

 

[Kilau]

They don't have to respond to rumors. I remember there were a ton of rumors about the PS5 and Sony didn't respond to most of them.

Rumors about a console versus rumors about a massive acquisition and the legal ramifications of withdrawing your business from the United Kingdom are not on the same level. The point is, MS wanted that out there as a threat and to put pressure on the UK to reverse the CMA. They don't say it officially because you can't take that back but you make sure it's out there so the threat is heard loud and clear.

 

[ToadMan]

Assume you are talking about Facebook/Giphy. Did that merger agreement require CMA approval? Giphy didn't even operate in the UK so the assumption might have been that they did not require it and then CMA investigated after the fact. Don't think that example works in answering the question I posed.

With Giphy the CMA immediately had issues but Meta closed anyway.

Meta were/are a big advertiser and Giphy was just starting up with advertising but they hadn’t deployed that to the UK at that time.

When Meta bought them they shut down the advertising bit of Giphy believing this would eliminate the CMA SLC and said they’d give access to other social media and search engines for Giphy content.

But the CMA perisisted saying Meta had instead killed a competitor that would have launched in the UK. It went to CAT who agreed with the CMA, and Meta were forced to divest at an 80% loss.

 

[Heisenberg007]

Bro, then why are they still pursuing this at all then?

It doesn't make sense to me. Seems like they are trying to shoehorn this through in a hope for some miracle that the CMA....backs off? Or the CAT comes to save the day?

I mean I get it...$3 billion on the table either way it goes, but jeez they got the clause in there for a reason.

I guess my question is. If the PI is denied, what's the chance the CMA sees this and just....gives in? That really doesn't seem likely to me, but hell...what do I know?

I don't really understand the relationship between the CMA and CAT.

1. Nobody knows why they are still pursuing this. Perhaps there is something that we all have missed and Microsoft knows and sees it as a possible door to get this deal through.
2. CMA isn't backing off. I don't think so. They might make another decision if new evidence is submitted after the CAT appeal, but I don't see them just going "what the hell, let it pass."

My best guess at this point is that things aren't happening how Microsoft wanted them to. So it makes us question "why is Microsoft doing this" but it's not really Microsoft doing it. Things are just happening to Microsoft at this point.

They didn't want the CMA to block the acquisition (they didn't think CMA will block it). They wanted the CAT appeal to start and end before July 18. They wanted an FTC decision well before July 18.

They just aren't getting what they want. At leat that's what it seems like. But as I said above, they may know something that nobody else does.

 

[Varteras]

1. Nobody knows why they are still pursuing this. Perhaps there is something that we all have missed and Microsoft knows and sees it as a possible door to get this deal through.
2. CMA isn't backing off. I don't think so. They might make another decision if new evidence is submitted after the CAT appeal, but I don't see them just going "what the hell, let it pass."

My best guess at this point is that things aren't happening how Microsoft wanted them to. So it makes us question "why is Microsoft doing this" but it's not really Microsoft doing it. Things are just happening to Microsoft at this point.

They didn't want the CMA to block the acquisition (they didn't think CMA will block it). They wanted the CAT appeal to start and end before July 18. They wanted an FTC decision well before July 18.

They just aren't getting what they want. At leat that's what it seems like. But as I said above, they may know something that nobody else does.

Could very well be MS putting on as best a show as they can to give themselves the best chance they have if they go to court over the $3 billion payout. I have a feeling they are not going to go quietly on that part. No company wants to pay that kind of money to get nothing in the end. Sony bought Bungie for just a bit over that amount.

 

[Kilau]

1. Nobody knows why they are still pursuing this. Perhaps there is something that we all have missed and Microsoft knows and sees it as a possible door to get this deal through.
2. CMA isn't backing off. I don't think so. They might make another decision if new evidence is submitted after the CAT appeal, but I don't see them just going "what the hell, let it pass."

My best guess at this point is that things aren't happening how Microsoft wanted them to. So it makes us question "why is Microsoft doing this" but it's not really Microsoft doing it. Things are just happening to Microsoft at this point.

They didn't want the CMA to block the acquisition (they didn't think CMA will block it). They wanted the CAT appeal to start and end before July 18. They wanted an FTC decision well before July 18.

They just aren't getting what they want. At leat that's what it seems like. But as I said above, they may know something that nobody else does.

If they legally can't close while the CMA block is in they have to be pushing for UK government to overrule and hope to use the FTC failure as evidence that the CMA is out of step with the world. That is what Flofoss has been pushing.

 

[Vognerful]

Sony isn't involved in any negotiations. CoD on PS+ isn't on the table.

And you didn't answer the question.

Huh?

I am not sure if negotiation is the correct term for me here, but what I am saying that in the email exchange between Jim and Phil, this was Jim counter offer. Whether these will be in the hypothetical final agreement or not is yet to be seen.

I mean, if the acquisition go through, Microsoft cannot sell CoD on playstation without reaching agreement with Sony. Which means we go back to negotiation table.

Now which of these terms that Jim asked for remain is to be seen.

I am also a bit baffled by your response; I feel like you are trying to tell me Sony has no say if Microsoft wants to sell CoD on playstation or not.

 

[NickFire]

N NickFire Ogbert

Do you guys have a take on this clause? How are these conditions enforced? If Microsoft and ABK agreed, could they simply ignore these conditions?

There is clear language about waivers. So potentially yes.

 

[Heisenberg007]

Could very well be MS putting on as best a show as they can to give themselves the best chance they have if they go to court over the $3 billion payout. I have a feeling they are not going to go quietly on that part. No company wants to pay that kind of money to get nothing in the end. Sony bought Bungie for just a bit over that amount.

NGL, would be extremely funny if MS/ABK starts fighting over that $3 billion, considering people who were saying that Sony has ruined its relationship with ABK

 

[Varteras]

If they legally can't close while the CMA block is in they have to be pushing for UK government to overrule and hope to use the FTC failure as evidence that the CMA is out of step with the world. That is what Flofoss has been pushing.

Which is a longshot considering that multiple regulatory bodies agree that cloud gaming is a concern. So the CMA isn't the only one. They can even argue that the FTC would have also blocked, had they the authority the CMA does.

 

[Ar¢tos]

Could very well be MS putting on as best a show as they can to give themselves the best chance they have if they go to court over the $3 billion payout. I have a feeling they are not going to go quietly on that part. No company wants to pay that kind of money to get nothing in the end. Sony bought Bungie for just a bit over that amount.

Wouldn't go to court over the 3bn leave a sour independent Activision ready to screw them even more with their marketing deals with Sony? (maybe even some exclusivity/timed exclusivity content deals if they get really pissed off)

 

[Varteras]

NGL, would be extremely funny if MS/ABK starts fighting over that $3 billion, considering people who were saying that Sony has ruined its relationship with ABK

Funny enough, Sony did what any company would have to try and protect itself from such a move. ABK certainly wasn't concerned about its relationship with Sony when it tried to sell its way out of a big hole. If anything, ABK will have to run damage control with Sony over this. Especially when Lulu shot her mouth off over Jim Ryan.

Wouldn't go to court over the 3bn leave a sour independent Activision ready to screw them even more with their marketing deals with Sony? (maybe even some exclusivity/timed exclusivity content deals if they get really pissed off)

Kottick didn't really do MS any favors during the hearing as it was. Calling out GamePass and almost making a mockery of MS's boasted plans of bringing ABK games to Nintendo. The reality is, ABK was probably always going back to marketing deals with Sony if this merger failed. Because that's where their games will sell the most in the console space.

 

[Topher]

Pretty sure the applicable law here is Delaware Corporate Law.
I don't think they intend to close without CMA approval they would be facing huge fines if they did, I'm just saying they probably could (Delaware Corporate Law is insanely dense and plain gobldigook to me so I wouldn't say definitely)

"Applicable law" refers to the many jurisdictions that are involved with this potential merger. US, UK, China, etc. For example, the conditions mentions waiting periods. If a waiting period is not "satisfied" but instead "waived" by the jurisdiction in question then the condition is met.

Huh?

I am not sure if negotiation is the correct term for me here, but what I am saying that in the email exchange between Jim and Phil, this was Jim counter offer. Whether these will be in the hypothetical final agreement or not is yet to be seen.

I mean, if the acquisition go through, Microsoft cannot sell CoD on playstation without reaching agreement with Sony. Which means we go back to negotiation table.

Now which of these terms that Jim asked for remain is to be seen.

I am also a bit baffled by your response; I feel like you are trying to tell me Sony has no say if Microsoft wants to sell CoD on playstation or not.

I'm saying Sony has no say if Microsoft wants to put COD on Game Pass. That's all.

 

[block0101]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

 

[Topher]

With Giphy the CMA immediately had issues but Meta closed anyway.

I'm not seeing that timeline. CMA opened the case June 11 2020. The acquisition had already been completed at that point.

Unless I'm missing something...

Facebook, Inc (now Meta Platforms, Inc) / Giphy, Inc merger inquiry

The CMA is investigating the completed acquisition by Facebook, Inc (now Meta Platforms, Inc) of Giphy, Inc.

www.gov.uk

 

[Topher]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

Uh....welcome (back) to NeoGAF!

 

[Heisenberg007]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

Post #1 on GAF.

 

[Elios83]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

Congratulations on your first post here.
New member

 

[Bridges]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

In their defense, this has been the most interesting look behind the curtain since the Epic v Apple lawsuit.

I feel like anything could happen at this point. If I were putting money down right now, I'd say the acquisition happens, but it feels like a coin flip.

 

[LordCBH]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

 

[Varteras]

I'm not seeing that timeline. CMA opened the case June 11 2020. The acquisition had already been completed at that point.

Unless I'm missing something...

Facebook, Inc (now Meta Platforms, Inc) / Giphy, Inc merger inquiry

The CMA is investigating the completed acquisition by Facebook, Inc (now Meta Platforms, Inc) of Giphy, Inc.

www.gov.uk

You're correct. The regulators did not know about the acquisition until after it closed because of legal loopholes both companies used. The CMA went after them and told them to divest after they found out. Meta appealed and won the appeal based on, I believe, a legal error. The CMA went back over it and said no again. This went on for a couple years. Meta conceded and sold off Giphy for an 87% loss about 3 years after they bought them.

 

[Ar¢tos]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

What's really weird is how everyone that opposes consolidation is instantly labeled as a Sony fanboy.

 

[ToadMan]

NGL, would be extremely funny if MS/ABK starts fighting over that $3 billion, considering people who were saying that Sony has ruined its relationship with ABK

This is the bit I want to see play out for the most juicy stuff.

We could be on the cusp of a moment as big as Sega pulling out of console hardware or Nintendo double crossing Sony in terms of corporate drama and back stabbing.

MS v ATVI spat if their relationship goes sour would be epic.

 

[Varteras]

What's really weird is how everyone that opposes consolidation is instantly labeled as a Sony fanboy.

Oh dude, that's my fucking world. I, admittedly, have a soft spot for Sony when it comes to console gaming, but I play anything from anyone that piques my interest and my main platform is PC. Correct misinformation? Fanboy. Point out how shitty a company is? Fanboy. Think something is bad for the industry? Fanboy. Say you prefer Game A over Game B? Fanboy. Observe how much more ridiculous one fanbase is being over the other? Fanboy. It's that absurd and obnoxious, "If you're not with me every step of the way, you're my enemy" mentality that we see in politics. Only, in this case, it's over fucking video games. Making it even more pitiful.

 

[ToadMan]

I'm not seeing that timeline. CMA opened the case June 11 2020. The acquisition had already been completed at that point.

Unless I'm missing something...

Facebook, Inc (now Meta Platforms, Inc) / Giphy, Inc merger inquiry

The CMA is investigating the completed acquisition by Facebook, Inc (now Meta Platforms, Inc) of Giphy, Inc.

www.gov.uk

Ah ok I see what you mean. Yeah Meta closed the acquisition immediately because from what I read, Giphy had no revenue, assets or business to speak of in the UK. It wasn’t, in the opinion of Meta, an acquisition that met the specific CMA criteria for notification.

But this - from June 9 2020 sums up the situation
https://assets.publishing.service.gov.uk/media/5ee25e8186650c03f95747d5/Facebook_Giphy_IEO.pdf

the Competition and Markets Authority (CMA) has reasonable grounds for suspecting that it is or may be the case that Facebook, Inc (Facebook) and Giphy, Inc (Giphy) have ceased to be distinct;

(b) the CMA is considering, pursuant to section 22 of the Act, whether it is or may be the case that a relevant merger situation has been created and whether the creation of that situation has resulted or may be expected to result in a substantial lessening of competition in any market or markets in the United Kingdom (UK);


The CMA were interested as soon as they became aware but first had to determine if they had jurisdiction - Meta assumed they didn’t. Initially they ordered Meta and Giphy to be held separate while they determined if this was a relevant merger.

 

[Nubulax]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

Sony fanboys are obsessed with this case?? You serious right now. You have xbox nation on twitter acting like lawyers after 5 min of youtube searches for months talking about it nonstop and simping over Lulu Chang, Sarah Bond and Phil

 

[OmegaSupreme]

Attack of the Alts is back on I see. Keep fighting the good fight boyos.

 

[Varteras]

Sony fanboys are obsessed with this case?? You serious right now. You have xbox nation on twitter acting like lawyers after 5 min of youtube searches for months talking about it nonstop and simping over Lulu Chang, Sarah Bond and Phil

To be fair, if Phil wanted to Philm me in a threesome with Bond and Lulu, I'd be down. Gotta get my diversity quota in, anyways.

 

[adamsapple]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

Dieded for our sins.

 

[Ar¢tos]

Dieded for our sins.

I'm sure he had several other alt accounts approved in this latest batch, se he can burn them as fast as he wants.

 

[Banjo64]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

He came, he saw, he left

 

[Edmund]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

Just one post and permabanned. Is this a record? Lol.

 

[MasterCornholio]

Dieded for our sins.

Don't defend the alts.

Edit: Hey Topher the alt was looking at your profile.

 

[Pelta88]

People even thinking that Microsoft will take Activision out of the UK, the country that generates the second highest profits for COD after North America, is insane. Brad Smith wouldn't be begging our chancellor if this was an option...

Also Brad Smith begging our chancellor further points to how unaware Microsoft truly are. Our chancellor is a lame duck. Like a US president that lost re-election and has to sit and smile though the inauguration of his opponent.

 

[gothmog]

1. Nobody knows why they are still pursuing this. Perhaps there is something that we all have missed and Microsoft knows and sees it as a possible door to get this deal through.
2. CMA isn't backing off. I don't think so. They might make another decision if new evidence is submitted after the CAT appeal, but I don't see them just going "what the hell, let it pass."

My best guess at this point is that things aren't happening how Microsoft wanted them to. So it makes us question "why is Microsoft doing this" but it's not really Microsoft doing it. Things are just happening to Microsoft at this point.

They didn't want the CMA to block the acquisition (they didn't think CMA will block it). They wanted the CAT appeal to start and end before July 18. They wanted an FTC decision well before July 18.

They just aren't getting what they want. At leat that's what it seems like. But as I said above, they may know something that nobody else does.

MS is probably trying everything to get this approved. That's why they haven't given up. Microsoft loses nothing by waiting this out and trying to pressure this one through.

 

[Bernardougf]

The PI will get rejected Monday. It's weird how obsessed the Sony fanboys are with this case.

Yeah .. normal is you that got to the process of creating probably your fifth alt account to post 01 troll message and get banned ... you are not obsessed at all !

 

[Topher]

Don't defend the alts.

Edit: Hey Topher the alt was looking at your profile.

And now he will stare at my profile for all eternity.

 

[Iced Arcade]

So IF they were to close over the CMA, shareholders will be paid and no longer share holders, MS would be owners.

CMA then decides "nope still.... Now you have to sell off Activision"

MS spins off/sells ABK and avoids the 3 billion breakup fee.

Could that be the actual game plan for MS?

 

[Historia]

So IF they were to close over the CMA, shareholders will be paid and no longer share holders, MS would be owners.

CMA then decides "nope still.... Now you have to sell off Activision"

MS spins off/sells ABK and avoids the 3 billion breakup fee.

Could that be the actual game plan for MS?

An entity like ABK if spinning off will lose a lot of value, probably 30-70% depends on which parts they decide to sell seperately. That's like burning money

 

[Topher]

So IF they were to close over the CMA, shareholders will be paid and no longer share holders, MS would be owners.

CMA then decides "nope still.... Now you have to sell off Activision"

MS spins off/sells ABK and avoids the 3 billion breakup fee.

Could that be the actual game plan for MS?

I think they would lose a massive amount of money if they were forced to divest ABK.

 

[Topher]

Quick Poll. What happens tomorrow with the injunction? Grant or Reject? (saying tomorrow based on rumors. could be wrong, but either way.....)

I vote Reject

 

[TheHighFlyingBirds]

First post in this epic thread. Been watching it with interest for a few months now. Some great posts and info provided by you all.

Whats interesting me is about cod and whether it will or will not be pulled from playstation. I think MS will pull it from playstation, but only when a new gen starts. I put this down to how much money they'll make from ps5 sales for the rest of this gen, but then for the new gen it will be exclusive to tempt people to buy xbox rather than a ps6.

I know MS have mentioned 10 year contracts, but I can imagine they will be worded in such a manner they will either be able to get out of it for the next gen, or they will renegotiate and have terms in the contract which Sony will not agree to, and therefore MS cannot say we offered it to Sony but they refused.

For clarity I am against this merger (and would be against it if Sony were trying to buy ABK). Not because I will potentially lose access to future games for my PS5 (which will be annoying but not the end of the world), but due to big corporations getting bigger and bigger until they are the only option left and then we are fucked, as we will either have to go without something or bend over and take it and be told to be happy.

For clarity, before accusations of being an alt due to low post count, this is not an alt (although isnt that what all alts say ), I just dont post much, plus I was banned for a year or two before the exodus of the crazies to the other site, after which I was let back in.

 

[3liteDragon]

Quick Poll. What happens tomorrow with the injunction? Grant or Reject?

I vote Reject

Are we 100% sure the decision’s coming tomorrow?

 

[Historia]

Quick Poll. What happens tomorrow with the injunction? Grant or Reject?

I vote Reject

Grant probably