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[adamsapple]

Hi o

Here is the lawyer.
https://www.monckton.com/barrister/daniel-beard-kc/

That is definitely a "I'm a lawyer" look.

 

[MasterCornholio]

Your math is wrong

The UK only ad says 150m more players so you using the current UK population figure is too high as it includes current UK PC and PS Call of Duty players.

Not as off as Microsoft marketing mind

Oh no I'm not the one that did the calculation. Had no idea this sites population calculation was wrong.

Regardless I don't see how Microsoft can offer COD to over 150 million consumers in the UK. The population is below that number.

Maybe they included the rest of the commonwealth?

But I have no idea what that population would be.

 

[Dick Jones]

Oh no I'm not the one that did the calculation. Had no idea this sites population calculation was wrong.

Regardless I don't see how Microsoft can offer COD to over 150 million consumers in the UK. The population is below that number.

I know I just saying that you need to take the UK COD players from the total population which makes the ad more disingenuous and the figures worse than you quoted

Somehow Microsoft think

UK Current Population of 68m
less UK Current COD players
plus 150m more players

Is still under UK's current population of 68m

 

[MasterCornholio]

I know I just saying that you need to take the UK COD players from the total population which makes the ad more disingenuous and the figures worse than you quoted

Somehow Microsoft think

UK Current Population of 68m
less UK Current COD players
plus 150m more players

Is still under UK's current population of 68m

Ahh now I see what you mean. Yeah that ad isn't going to mean anything to most British consumers or the CMA. Seems kind of crazy they even have it.

 

[Bernoulli]

I know I just saying that you need to take the UK COD players from the total population which makes the ad more disingenuous and the figures worse than you quoted

Somehow Microsoft think

UK Current Population of 68m
less UK Current COD players
plus 150m more players

Is still under UK's current population of 68m

if the deal goes through every COD player will receive a 10 year UK citizenship

 

[Mozza]

First one was unfortunate for us. We gave them 2 goal mistakes and they punished us. we were naive.

It's tough competing with Man City year in year out, Arsenal have had to play at their very best, while City have just had a normal season, possibly a little poor by their standards, although they have come pretty good at the end.

 

[feynoob]

It's tough competing with Man City year in year out, Arsenal have had to play at their very best, while City have just had a normal season, possibly a little poor by their standards, although they have come pretty good at the end.

Their depth is insane. Even If they miss halland, they still have the other striker sitting in the bench, who is as good as halland, and can fit in all premier league team first team sheet.

 

[feynoob]

Florian being a petty

 

[Mozza]

Their depth is insane. Even If they miss halland, they still have the other striker sitting in the bench, who is as good as halland, and can fit in all premier league team first team sheet.

Just got a little twitchy against Leeds, although City only have themselves to blame for that, they took their foot of the gas in the second half, them missed a penalty.

 

[feynoob]

Just got a little twitchy against Leeds, although City only have themselves to blame for that, they took their foot of the gas in the second half, them missed a penalty.

One more goal from leeds, and I would have jumped from my seat due to excitement. Sadly, it didnt happen.

 

[Mozza]

One more goal from leeds, and I would have jumped from my seat due to excitement. Sadly, it didnt happen.

Back to you with Newcastle tomorrow, should be a decent game.

 

[Banjo64]

Their depth is insane. Even If they miss halland, they still have the other striker sitting in the bench, who is as good as halland, and can fit in all premier league team first team sheet.

And cost £14m.

Not our fault no one else can scout and would rather spend £80m on Darwin Poonez or Anthony.

 

[ChorizoPicozo]

Florian seems is the only true expert in the room.

 

[drganon]

Florian being a petty

So on top of being insane and wrong about most things, he's also a petty bitch. He must be wonderful to be around in person.

 

[ChorizoPicozo]

So on top of being insane and wrong about most things, he's also a petty bitch. He must be wonderful to be around in person.

he is an expert, he has always been right.

 

[DrFigs]

Florian being a petty

I'm not a lawyer, but this seems kind of unfair. like if a business is doing something harmful and you can argue it in court, but you don't have 3 billion dollars + change to spare, you're just out of luck, you can't sue them? so businesses can do harmful deals so long as its really expensive?

 

[gothmog]

I'm not a lawyer, but this seems kind of unfair. like if a business is doing something harmful and you can argue it in court, but you don't have 3 billion dollars + change to spare, you're just out of luck, you can't sue them? so businesses can do harmful deals so long as its really expensive?

He's being petty. Microsoft is obviously trying the this deal is too big to let these small potatoes lawsuits hold things up card. The system is supposed to protect against that. The plaintiffs neither created the deal nor have input into the breakup fee timetable. If anything the judge should recommend an accelerated timeline to help move this along if that's a real concern.

 

[Dick Jones]

he is an expert, he has always been right.

He called the CMA telling MS to fuck off?

 

[Warablo]

xCloud is not a separate service offered by Microsoft. It is merged with Game Pass. So the CMA is under no obligation to dissect it.

Also, according to data that Microsoft itself shared, Game Pass has 25 million subscribers, and over 20 million people have played games through xCloud.

So 80% of Game Pass users use or have used cloud gaming.

That's crazy if that's true. I've had the cloud version for awhile haven't tried it once.

 

[reksveks]

That's crazy if that's true. I've had the cloud version for awhile haven't tried it once.

I don't think that percentage holds up, partially cause you can play fortnite on xcloud without a gamepass membership.

 

[Mr.Phoenix]

One more goal from leeds, and I would have jumped from my seat due to excitement. Sadly, it didnt happen.

COYG

This thread is now gooners.

Seriously though, so what does this mean now? If the deal doesn't go through MS still loses $3B for the attempt?

 

[feynoob]

Seriously though, so what does this mean now? If the deal doesn't go through MS still loses $3B for the attempt?

They lose 3b if they pull out. Same with activision if they pull out first.

We are witnessing stand out show between the two of them. The first one to back out will pay the fees.

 

[MasterCornholio]

They lose 3b if they pull out. Same with activision if they pull out first.

We are witnessing stand out show between the two of them. The first one to back out will pay the fees.

That doesn't make any sense.

Activision won't pull out until the deal expires in June. They will get 3 billion as a result of that.

Activision are not the ones paying Microsoft that amount.

 

[Heisenberg007]

They lose 3b if they pull out. Same with activision if they pull out first.

We are witnessing stand out show between the two of them. The first one to back out will pay the fees.

No. If the deal is blocked by regulators, Microsoft pays the amount to Activision. That's in the contract.

There is no stand-off. Just both parties waiting for the deal to expire so Microsoft can pay ABK $3 billion.

 

[feynoob]

That doesn't make any sense.

Activision won't pull out until the deal expires in June. They will get 3 billion as a result of that.

Activision are not the ones paying Microsoft that amount.

This is on account on idas.

What happens if the deal doesn't get approved?

The merger agreement says that MS and ABK expect the deal to close in 12 months (January 18th 2023) or less. But the agreement also includes two possible extensions of 3 months each one (until April 18th 2023 and the other one until July 18th 2023). That's why MS says that they expect the deal to close in fiscal year 2023.

Those extensions apply automatically if by January 18th 2023 or April 18th 2023 the transaction is still pending regulatory approval.

The transaction can be terminated by MS or ABK if:

• Both parties agree.
• The Activision Blizzard stockholders reject it (it was already approved, so it's doesn't apply anymore).
• A court or a regulator rejects the deal and there is no way to appeal it.
• There is a new law that prohibits this kind of deal.
• By January 18th 2023 or April 18th 2023 the deal is still pending but NOT for regulatory reasons.

The transaction can be terminated by ABK if:

• There is an infringement of the agreement by MS and during the period to resolve that, MS doesn't do anything.
• Before the approval by Activision Blizzard stockholders, ABK receives a better offer and pays MS a $2,270,100,000 termination fee.

The transaction can be terminated by MS if:

• There is an infringement of the agreement by ABK and during the period to resolve that, ABK doesn't do anything.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.

If the deal doesn't happen, someone has to pay for it

Activision Blizzard has to pay Microsoft a termination fee of $2,270,100,000 if:

• MS is still waiting for the ABK stockholders meeting to happen by the termination dates.
• Regulatory conditions were not satisfied and the reason is a breach by ABK.
• ABK infringes the agreement.
• The ABK stockholders reject the deal.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.
• ABK receives a better offer.

Microsoft has to pay Activision Blizzard a termination fee of:

• $2,000,000,000, if the termination notice is provided prior to January 18th, 2023.
• $2,500,000,000, if the termination notice is provided after January 18th, 2023 and prior to April 18th, 2023.
• $3,000,000,000, if the termination notice is provided after April 18th, 2023.

Reasons for this possible termination fee in favor of ABK:

• A court or a regulator rejects the deal and there is no way to appeal it.
• There is a new law that prohibits this kind of deal.
• MS infringes the agreement.
• Regulatory conditions were not satisfied and the reason is a breach by MS.

 

[MasterCornholio]

Activision Blizzard has to pay Microsoft a termination fee of $2,270,100,000 if:

• MS is still waiting for the ABK stockholders meeting to happen by the termination dates.
• Regulatory conditions were not satisfied and the reason is a breach by ABK.
• ABK infringes the agreement.
• The ABK stockholders reject the deal.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.
• ABK receives a better offer.

I don't see this happening at this point BTW. Also that 3 billion figure was Microzofts not ABKs.

 

[feynoob]

I don't see this happening at this point BTW. Also that 3 billion figure was Microzofts not ABKs.

Both can happen.
MS is pushing for appeal process and don't want to lose that money.

 

[MasterCornholio]

Both can happen.
MS is pushing for appeal process and don't want to lose that money.

It's not an indefinite contract though. And due to the current requirements the deal can't go through unless the CMA approves. A process which takes a lot more than a couple of months.

 

[splattered]

It's not an indefinite contract though. And due to the current requirements the deal can't go through unless the CMA approves. A process which takes a lot more than a couple of months.

Real question... Not saying that they SHOULD but could they revise/amend the contract removing the importance of the CMA approval? Spencer said in that interview they already had like 9 out of 14 regulatory approvals so it would be funny if the entire deal got squashed because they only ended up with 13/14 approvals (CMA)

 

[jm89]

This is on account on idas.

What happens if the deal doesn't get approved?

The merger agreement says that MS and ABK expect the deal to close in 12 months (January 18th 2023) or less. But the agreement also includes two possible extensions of 3 months each one (until April 18th 2023 and the other one until July 18th 2023). That's why MS says that they expect the deal to close in fiscal year 2023.

Those extensions apply automatically if by January 18th 2023 or April 18th 2023 the transaction is still pending regulatory approval.

The transaction can be terminated by MS or ABK if:

• Both parties agree.
• The Activision Blizzard stockholders reject it (it was already approved, so it's doesn't apply anymore).
• A court or a regulator rejects the deal and there is no way to appeal it.
• There is a new law that prohibits this kind of deal.
• By January 18th 2023 or April 18th 2023 the deal is still pending but NOT for regulatory reasons.

The transaction can be terminated by ABK if:

• There is an infringement of the agreement by MS and during the period to resolve that, MS doesn't do anything.
• Before the approval by Activision Blizzard stockholders, ABK receives a better offer and pays MS a $2,270,100,000 termination fee.

The transaction can be terminated by MS if:

• There is an infringement of the agreement by ABK and during the period to resolve that, ABK doesn't do anything.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.

If the deal doesn't happen, someone has to pay for it

Activision Blizzard has to pay Microsoft a termination fee of $2,270,100,000 if:

• MS is still waiting for the ABK stockholders meeting to happen by the termination dates.
• Regulatory conditions were not satisfied and the reason is a breach by ABK.
• ABK infringes the agreement.
• The ABK stockholders reject the deal.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.
• ABK receives a better offer.

Microsoft has to pay Activision Blizzard a termination fee of:

• $2,000,000,000, if the termination notice is provided prior to January 18th, 2023.
• $2,500,000,000, if the termination notice is provided after January 18th, 2023 and prior to April 18th, 2023.
• $3,000,000,000, if the termination notice is provided after April 18th, 2023.

Reasons for this possible termination fee in favor of ABK:

• A court or a regulator rejects the deal and there is no way to appeal it.
• There is a new law that prohibits this kind of deal.
• MS infringes the agreement.
• Regulatory conditions were not satisfied and the reason is a breach by MS.

Looks like we are gonna have a stand off between MS and ABK lawyers in the next few weeks/months.

 

[POKEYCLYDE]

This is on account on idas.

What happens if the deal doesn't get approved?

The merger agreement says that MS and ABK expect the deal to close in 12 months (January 18th 2023) or less. But the agreement also includes two possible extensions of 3 months each one (until April 18th 2023 and the other one until July 18th 2023). That's why MS says that they expect the deal to close in fiscal year 2023.

Those extensions apply automatically if by January 18th 2023 or April 18th 2023 the transaction is still pending regulatory approval.

The transaction can be terminated by MS or ABK if:

• Both parties agree.
• The Activision Blizzard stockholders reject it (it was already approved, so it's doesn't apply anymore).
• A court or a regulator rejects the deal and there is no way to appeal it.
• There is a new law that prohibits this kind of deal.
• By January 18th 2023 or April 18th 2023 the deal is still pending but NOT for regulatory reasons.

The transaction can be terminated by ABK if:

• There is an infringement of the agreement by MS and during the period to resolve that, MS doesn't do anything.
• Before the approval by Activision Blizzard stockholders, ABK receives a better offer and pays MS a $2,270,100,000 termination fee.

The transaction can be terminated by MS if:

• There is an infringement of the agreement by ABK and during the period to resolve that, ABK doesn't do anything.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.

If the deal doesn't happen, someone has to pay for it

Activision Blizzard has to pay Microsoft a termination fee of $2,270,100,000 if:

• MS is still waiting for the ABK stockholders meeting to happen by the termination dates.
• Regulatory conditions were not satisfied and the reason is a breach by ABK.
• ABK infringes the agreement.
• The ABK stockholders reject the deal.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.
• ABK receives a better offer.

Microsoft has to pay Activision Blizzard a termination fee of:

• $2,000,000,000, if the termination notice is provided prior to January 18th, 2023.
• $2,500,000,000, if the termination notice is provided after January 18th, 2023 and prior to April 18th, 2023.
• $3,000,000,000, if the termination notice is provided after April 18th, 2023.

Reasons for this possible termination fee in favor of ABK:

• A court or a regulator rejects the deal and there is no way to appeal it.
• There is a new law that prohibits this kind of deal.
• MS infringes the agreement.
• Regulatory conditions were not satisfied and the reason is a breach by MS.

From this it sounds like ABK can't even back out and take the $3B when the July deadline rolls around. Sounds like they'll have to extend the date if Microsoft is serious about the appeal.

But maybe I'm reading it wrong or there's incomplete information.

 

[feynoob]

It's not an indefinite contract though. And due to the current requirements the deal can't go through unless the CMA approves. A process which takes a lot more than a couple of months.

Its precisely why neither party wont pull out.
If APK refuse contract extension, they could pay the fee.

• The ABK stockholders reject the deal.
• The Activision Blizzard Board of Directors doesn't recommend the deal anymore.

Its their best option to hold on, as this can happen after renewal, even though the process will be too long.

• A court or a regulator rejects the deal and there is no way to appeal it.
• There is a new law that prohibits this kind of deal.
• MS infringes the agreement.
• Regulatory conditions were not satisfied and the reason is a breach by MS.

 

[feynoob]

From this it sounds like ABK can't even back out and take the $3B when the July deadline rolls around. Sounds like they'll have to extend the date if Microsoft is serious about the appeal.

But maybe I'm reading it wrong or there's incomplete information.

Neither can back out easily. This is so the other party doesnt betray the deal.

 

[bender]

Florian being a petty

 

[MasterCornholio]

Real question... Not saying that they SHOULD but could they revise/amend the contract removing the importance of the CMA approval? Spencer said in that interview they already had like 9 out of 14 regulatory approvals so it would be funny if the entire deal got squashed because they only ended up with 13/14 approvals (CMA)

CMA is still an issue even if they did that. There's a reason why they were one of the ones they needed an approval from. They didn't name Japan as a requirement for example. Its why Microsoft went nuclear over the block.

 

[THE DUCK]

The revenue isn't the metric the CMA are concerned with AFAIK, but the ownership and control to have power to foreclose now or later.

Thats a rediculous metric, they don't have control over anything. If gamepass ends tommorow, leaving cloud gsming only, 95% of its members would cancel. Technically any player (company) has the power to get new customers at any time, it's the very nature of cloud gaming.

 

[THE DUCK]

xCloud is not a separate service offered by Microsoft. It is merged with Game Pass. So the CMA is under no obligation to dissect it.

Also, according to data that Microsoft itself shared, Game Pass has 25 million subscribers, and over 20 million people have played games through xCloud.

So 80% of Game Pass users use or have used cloud gaming.

I've used cloud like 4 times for a total of maybe 2 hours of gameplay. I suspect a huge portion of that 25 million number is similar.

They may not have any "obligation" to dissect it but it makes thier decision making look rediculous.

Put it to you this way, what if only a million out of that group use cloud gaming regularly?

 

[solidus12]

Did MS really hire a good lawyer to turn things around? Is it Hoeg’s law?

 

[ChorizoPicozo]

Did MS really hire a good lawyer to turn things around? Is it Hoeg’s law?

it seems those lawyers never miss...I guess the acquisition is going to happen at the end of the day.

 

[Stardust_Dragon]

From this it sounds like ABK can't even back out and take the $3B when the July deadline rolls around. Sounds like they'll have to extend the date if Microsoft is serious about the appeal.

But maybe I'm reading it wrong or there's incomplete information.

Reading the official merger agreement submitted to the SEC, it sounds like ABK can still receive the $3 billion fee from Microsoft even if ABK is the one who invoked the right to terminate the merger agreement:

Spoiler

Termination Fee

If the merger agreement is terminated in specified circumstances, Activision Blizzard has agreed to pay Microsoft a termination fee of $2,270,100,000.
Microsoft will be entitled to receive the termination fee from Activision Blizzard if the merger agreement is terminated:

• (A) by Microsoft because (1) the merger has not closed as of the termination date and at the time of such termination, either (X) the special meeting has not yet been held or (Y) each of the regulatory conditions or the injunction condition has not been satisfied, and the primary cause of the failure of any such condition to have been satisfied was a breach of the merger agreement by Activision Blizzard, (2) Activision Blizzard has materially breached its representations, warranties, covenants or agreements in the merger agreement or (3) Activision Blizzard stockholders fail to adopt the merger agreement at the special meeting; (B) following the date of the merger agreement and prior to its termination, an acquisition proposal has been publicly announced by Activision Blizzard; and (C) Activision Blizzard enters into an agreement relating to, or consummates, an acquisition
transaction within one year of the termination of the merger agreement (provided that, for purposes of the termination fee, all references to “15%” in the definition of “acquisition transaction” are deemed to be references to “50%”);

• by Microsoft, because the Activision Blizzard Board of Directors has effected a company board recommendation change; or

• by Activision Blizzard, to enter into an alternative acquisition agreement with respect to a superior proposal.


Reverse Termination Fee

If the merger agreement is terminated in specified circumstances, Microsoft has agreed to pay Activision Blizzard a reverse termination fee of (i) $2,000,000,000, if the termination notice is provided prior to January 18, 2023, (ii) $2,500,000,000, if the termination notice is provided after January 18, 2023 and prior to April 18, 2023 or (iii) $3,000,000,000, if the termination notice is provided after April 18, 2023.

Activision Blizzard will be entitled to receive the reverse termination fee from Microsoft if the merger agreement is terminated:

• by either Microsoft or Activision Blizzard due to (1) a permanent injunction or other judgment or order arising from antitrust laws having been issued by a court or other legal or regulatory restraint or prohibition arising from antitrust laws preventing the consummation of the merger being in effect, or any action having been taken by a governmental authority arising from antitrust laws that, in each case, prohibits, makes illegal or enjoins the consummation of the merger and that has become final and non-appealable; or (2) any statute, rule, regulation or order arising from antitrust laws having been enacted, entered, enforced or deemed applicable to the merger that prohibits, makes illegal or enjoins the consummation of the merger, except that this termination right will not be available if the terminating party’s material breach of any provision of the merger agreement is the primary cause of the failure of the merger to be consummated by the termination date; or

• by either Microsoft or Activision Blizzard if (1) the merger has not been consummated by the termination date, as may be extended pursuant to the merger agreement, except that this termination right is not available if the terminating party’s material breach of any provision of the merger agreement is the primary cause of the failure of the merger to be consummated by the termination date, and (2) all conditions to the merger agreement are satisfied (other than those conditions to be satisfied at the time of the closing of the merger, each of which is capable of being satisfied at closing) or waived (where permissible pursuant to applicable law), other than the regulatory conditions or injunction condition solely with respect to antitrust laws, except that in either case, Activision Blizzard is not then in material breach of any provision of the merger agreement (provided that any breach by Activision Blizzard that is the primary cause of the failure of any condition to the merger agreement to be satisfied is a material breach).

As used herein, “antitrust laws” are collectively (i) the Sherman Antitrust Act of 1890, (ii) the Clayton Antitrust Act of 1914, (iii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the Federal Trade Commission Act of 1914 and (v) all other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the merger.

(Source)

Now, maybe someone else can look at this from a better informed background than myself, but I am not seeing anything there that specifically states that ABK is mandated to continue the merger agreement with Microsoft past the July 18th deadline, and that if ABK wants to terminate the agreement after July 18th, then Microsoft can only collect the termination fee from ABK if ABK had committed some kind of detrimental conduct that harmed the merger deal. So yeah, now I think I can understand why Brad Smith has been going crazy over the last week or so, because Bobby Kotick knows full well that $3 billion is all ABK if they want it come July 18th and the merger still hasn't been completed by then.

 

[killatopak]

if ABK had committed some kind of detrimental conduct that harmed the merger deal.

Isn’t that crazy twitter chick part of ABK or something? A shareholder maybe?

Can her actions be construed as something detrimental?

 

[ToadMan]

CMA is still an issue even if they did that. There's a reason why they were one of the ones they needed an approval from. They didn't name Japan as a requirement for example. Its why Microsoft went nuclear over the block.

The $70 bn is for ABKs business as it is today in its entirety. So the 4 named regulators were presumably named because those constitute significant portions of ABK business - losing the revenue of one of those territories makes the $70bn valuation invalid, not to mention the legal consequences MS and ABK would suffer if they proceeded with an an illegal merger. Microsoft Ltd and Activision Blizzard Ltd are UK corporate entities, so they must comply with UK law including accepting the jurisdiction of UK regulators.

So yeah, losing the UK, is losing the acquisition as far as I can see, and there's the 10 year block on a renegotiation too. But even setting the 10 years aside, MS going back to the ABK shareholders and now offering a lower amount per share on the basis the UK revenues are lost, would result in a "no" vote anyway. The UK is a fairly large portion of ABK revenues today and I assume would remain that way going forward, so it would be a significant downgrade in value.

 

[Stardust_Dragon]

Isn’t that crazy twitter chick part of ABK or something? A shareholder maybe?

Can her actions be construed as something detrimental?

To be honest, I'm not really sure there, but I'm going to guess probably not, though Microsoft is free to try and take ABK to court to fight them over the $3 billion termination fee, but I'd imagine Kotick and the rest of the ABK board of directors wouldn't just roll over without a fight, and they would probably try and quote some Brad Smith and/or Phil Spencer public comments to prove that none of their ABK employees are primarily responsible for conduct detrimental to the merger deal. Yeah, I could see Satya trying anything he could to avoid flushing $3 billion down the drain, and fight ABK in court at some point later this summer.

Reading more from the SEC agreement below here, I still have my doubts that crazy Lulu actually did anything to sink the entire ABK deal, probably if anything it would be Kotick going on national television and claiming the regulators don't understand the gaming industry and being quoted in an article claiming that Sony is trying to sabotage their merger agreement.

Spoiler

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by Activision Blizzard stockholders, in the following ways:

• by mutual written agreement of Activision Blizzard and Microsoft;

• by either Activision Blizzard or Microsoft if:

• (1) a permanent injunction or similar judgment or order issued by a court or other legal restraint prohibiting consummation of the merger is in effect, or any action taken by a governmental authority prohibiting the merger has become final and non-appealable or (2) any statute, regulation or order prohibiting the merger has been enacted (except that a party may not terminate the merger agreement pursuant to this provision if such party’s material breach of any provision of the merger agreement is the primary cause of the failure of the merger to be consummated by the termination date (as defined below));

• the merger has not been consummated before 11:59 p.m., Pacific time, on January 18, 2023, which we refer to as the “termination date,” except that (i) if all conditions have been satisfied (other than those conditions to be satisfied at the time of closing of the merger) or waived (to the extent permitted by applicable law) by that date, but on that date the regulatory conditions or the injunction condition (solely with respect to antitrust, competition or foreign investment laws) has not been satisfied, then the termination date will automatically be extended to 11:59 p.m., Pacific time, on April 18, 2023 and (ii) if all conditions have been satisfied (other than those conditions to be satisfied at the time of closing of the merger) or waived (to the extent permitted by applicable law) by April 18, 2023, but on that date the regulatory conditions or the injunction condition (solely with respect to antitrust, competition or foreign investment laws) has not been satisfied, then the termination date will automatically be extended to 11:59 p.m., Pacific time, on July 18, 2023, except that a party may not terminate the merger agreement pursuant to this provision if such party’s material breach of any provision of the merger agreement is the primary cause of the failure of the merger to be consummated by the termination date; or

• the Activision Blizzard stockholders do not adopt the merger agreement at the special meeting (except that a party may not terminate the merger agreement pursuant to this provision if such party’s material breach of the merger agreement is the primary cause of the failure to obtain the approval of the Activision Blizzard stockholders at the special meeting); and

• by Activision Blizzard if:

• after a cure period (if capable of being cured by the termination date), Microsoft or Sub has breached or failed to perform in any material respect any of its respective representations, warranties, covenants or other agreements in the merger agreement, such that the related closing condition would not be satisfied (but Activision Blizzard may not so terminate the merger agreement if the breach was cured prior to termination or if its own breach, failure to perform or comply with the merger agreement or inaccuracy of its representations and warranties causes the failure of the closing conditions in respect of Activision Blizzard’s performance of its covenants or accuracy of its representations and warranties to have been satisfied); or

• prior to the adoption of the merger agreement by Activision Blizzard stockholders, (1) Activision Blizzard has received a superior proposal; (2) the Activision Blizzard Board of Directors has authorized Activision Blizzard to enter into an agreement to consummate the transaction contemplated by such superior proposal; (3) Activision Blizzard pays Microsoft a $2,270,100,000 termination fee; and (4) Activision Blizzard has complied with its non-solicitation obligations under the merger agreement; and

• by Microsoft if:

• after a cure period (if capable of being cured by the termination date), Activision Blizzard has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements in the merger agreement, such that the related closing condition would not be satisfied (but Microsoft may not so terminate the merger agreement if the breach was cured prior to termination or if its own breach, failure to perform or comply with the merger agreement or inaccuracy of its representations and warranties causes the failure of the closing conditions in respect of Microsoft’s performance of its covenants or accuracy of its representations and warranties to have been satisfied); or

• the Activision Blizzard Board of Directors has effected a company board recommendation change.

(Source)

 

[Nydius]

Yeah, I could see Satya trying anything he could to avoid flushing $3 billion down the drain, and fight ABK in court at some point later this summer.

I genuinely don't think Satya cares. He didn't blink an eye when he flushed $7.6 billion dollars down the drain after deciding to be rid of NOKIA barely a year after he took the helm of Microsoft. $3b is life changing money to me or you, but to a near 2 trillion dollar company they can write that off as a "cost of doing business" line item and investors won't give a shit so long as there's growth in the rest of the company giving them a good return (which there presently is).

 

[ToadMan]

Reading the official merger agreement submitted to the SEC, it sounds like ABK can still receive the $3 billion fee from Microsoft even if ABK is the one who invoked the right to terminate the merger agreement:

Now, maybe someone else can look at this from a better informed background than myself, but I am not seeing anything there that specifically states that ABK is mandated to continue the merger agreement with Microsoft past the July 18th deadline, and that if ABK wants to terminate the agreement after July 18th, then Microsoft can only collect the termination fee from ABK if ABK had committed some kind of detrimental conduct that harmed the merger deal. So yeah, now I think I can understand why Brad Smith has been going crazy over the last week or so, because Bobby Kotick knows full well that $3 billion is all ABK if they want it come July 18th and the merger still hasn't been completed by then.

I believe you are correct - the 18th July is the final deadline as such. At that time ABK are under no obligation to continue, and can demand payment of the reverse termination fee.

Isn’t that crazy twitter chick part of ABK or something? A shareholder maybe?

Can her actions be construed as something detrimental?

It's difficult to say for sure. Elsewhere in the SEC filing both parties agreed to put in "reasonable best efforts" to conclude the acquisition. Could it be argued that her public messages were in some way sabotaging the process? I personally don't think so, but who knows what MS can dig up from behind the scenes to avoid paying anything to ABK.

Could be some court-room fireworks to come from that... if it gets that far. But perhaps MS would just hand-over the $3bn in order to stay sweet with ABK - they need still need ABK content.

 

[reinking]

Isn’t that crazy twitter chick part of ABK or something? A shareholder maybe?

Can her actions be construed as something detrimental?

That would be fun to watch. MS and ABK going after each other for things they have said that might have sidelined the acquisition. Sogn me up to watch that drama unfold.

 

[Stardust_Dragon]

I genuinely don't think Satya cares. He didn't blink an eye when he flushed $7.6 billion dollars down the drain after deciding to be rid of NOKIA barely a year after he took the helm of Microsoft. $3b is life changing money to me or you, but to a near 2 trillion dollar company they can write that off as a "cost of doing business" line item and investors won't give a shit so long as there's growth in the rest of the company giving them a good return (which there presently is).

I think Satya certainly does care about that $3 billion fee if it does indeed get paid to ABK, keep in mind that's more than what Microsoft paid for in the Minecraft acquisition ($2.5 billion), and almost half of the entire Zenimax acquisition as well. Heck, even the Sony deal to acquire Bungie is just slightly more than this termination fee, for which Sony's deal was about $3.6 billion.

If we see Phil Spencer and/or Brad Smith giving some sort of 'I'm stepping down to spend more time with my family' type of PR statement indicating a retirement by either of them later this year, then I'd think we'll know just how much Satya thinks about that $3 billion getting lit on fire for attempting to acquire ABK, not to mention the massive PR embarrassment from the optics of a failed massive merger deal due to anti-trust regulators striking down the deal.

Also, I'm pretty sure the Nokia deal had already been announced prior to Satya taking over the CEO position in Microsoft from Steve Ballmer back in February 2014, so there was probably little that Satya could do to back out of the Nokia deal by the time he became CEO.

 

[Nydius]

Also, I'm pretty sure the Nokia deal had already been announced prior to Satya taking over the CEO position in Microsoft from Steve Ballmer back in February 2014, so there was probably little that Satya could do to back out of the Nokia deal by the time he became CEO.

I'm not sure what you're saying here. Yes, Ballmer was responsible for that merger. Nadella is on record that he was one of the few votes against it. But it was Nadella who decided to write off the entire acquisition at a $7.6b loss a year after becoming CEO. Nadella established himself in the CEO role then shit canned the deal which he considered a failed venture from the very beginning -- and he didn't blink an eye that it would cost Microsoft billions and a temporary stock hit.

So losing $3bn on a failed, borderline publicly acrimonious merger? No, I don't think he cares. Or if he does it will only be insofar as to throw a scapegoat out to appease angry shareholders. It'll be written off as temporary expense and Microsoft will plod along on the back of Windows, Office, and Azure.

 

[Edmund]

Imagine how many supermodel girlfriends I can get if I have 3 billion

 

[Heisenberg007]

I've used cloud like 4 times for a total of maybe 2 hours of gameplay. I suspect a huge portion of that 25 million number is similar.

They may not have any "obligation" to dissect it but it makes thier decision making look rediculous.

Put it to you this way, what if only a million out of that group use cloud gaming regularly?

Honestly, that does not matter.

It doesn't because there is no separate subscription service for xCloud. It's just Game Pass. So what else could the CMA use? If xCloud and Game Pass were separate subscription services, then MS could use this point.

It's like saying, "what if only 20% of Game Pass Ultimate users actually download the games they get every month?"

We can't say that Game Pass only has 5 million users (25M * 20%) because the rest of the 80% does not download games.