feynoob
Banned
I mean
It's up to that meeting to decide the fate of the deal.
Microsoft / Activision Deal Approval Watch |OT| (MS/ABK close)
- Status
I mean
PaintTinJr
Member
Not if - fingers crossed, a Google or Apple for giggles - challenged of the new deal for a Judicial review appeal.
At this point, Apple showing up and either challenging the deal at the CAT or offering to pay the $5b divorce fee and $105b a share would be a much better outcome, even if CoD still got removed from PS in 10years IMO.
DeepEnigma
Gold Member
I don't see this happening. I don't see Apple at all involved in traditional gaming publishers, especially one like Activision.
Vox Machina
Banned
Apple doesn't want any part in this. I'd be _very_ surprised if any 3rd party piped up during the Phase 1 review of the new RMS to be honest. This is all way too messy at this point.
Vox Machina
Banned
Agreed. If Apple wants to accelerate with acquisitions it'd probably be with mobile/VR-focused developers or publishers.
PaintTinJr
Member
Both Google and Apple look like also ran companies compared to Microsoft when issues of significant cultural IP are involved since the Minecraft acquisition IMO. Long term, it is cheaper for them to disrupt Microsoft in this fight, even throwaway money, now for lack of strategy than it is to let this deal pass and then discover the cost in a decade is 20x fold.
PaintTinJr
Member
The messiness is the automatically failed smell test, as to why the merger should be killed. This amount of resistance should inform the CAT at the minimum that this is going to damage competition in the market and negatively impact consumers with worse options and pricing, long term.
The old maxim used frequently in the UK: "Where there is smoke, there is fire." definitely holds true for this merger.
adamsapple
Or is it just one of Phil's balls in my throat?
Oh there's definitely a lot of smoke, but I don't think it's from a fire.
Why would, or should, Apple jump in this deal when they have shown absolutely no inclination or interest in anything related to a big gaming acquisition at all.
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Banjo64
cumsessed
adamsapple
Or is it just one of Phil's balls in my throat?
Justice Marcus Smith
The tendency to light one up does come naturally after getting satisfaction, and that man got satisfied today.
Heisenberg007
Gold Journalism
Yeah, after the excitement and chaos the last couple of weeks, even news like these seem mundane
DeepEnigma
Gold Member
Rumour has it, that boat he was musing about was mysteriously docked at his lake house. The universe has delivered.
PaintTinJr
Member
That would be because they are in direct competition with Microsoft, as Microsoft themselves stated. In fact Amazon, Google, Meta, Twitter should all be thinking sanzu art of war when looking at what Microsoft are doing, because that's exactly what Microsoft have been doing for years.
Vox Machina
Banned
feynoob
Banned
Does someone has swap power?
We want
Ass of Can Whooping
to get switched with that guy's place.Hopefully that calms him down little bit.
feynoob
Banned
DeepEnigma
Gold Member
Aguero9320
Member
If your favorite song is not Holding Out For a Hero by Bonnie Tyler, it really should be
havoc00
Member
Some highlights from the second witness statement of Mr Prevett (CMA):
The CMA's duty under section 41(3) EA02 to assess whether there has been a material change in circumstances or special reasons not to adopt the proposed final order
Third, as when exercising all its functions, the CMA is (and has always been) acutely conscious of the need to act in this matter in the public interest and having regard to the legitimate interests of individual citizens (whether natural or legal persons). The CMA made the Joint Application because it believes that there is a realistic chance of a more certain outcome more quickly that resolves its competition concerns and protects consumers, whilst allowing a modified form of the transaction to go ahead.
On 26 June 2023, Microsoft submitted a 20-page response to the CMA's consultation on the proposed order (the "Microsoft Submission") [CP2/2/3], in which it argued that there was a material change of circumstance or special reason to make a different form of order from that set out in the Final Report under section 41(3) EA02. In my experience, submissions of this nature are very rare given the high legal standard to meet any test for material change of circumstance or special reason under s.41(3) EA02 (as exceptions to a legal duty), and the relatively short period between the publication of a final report and the making of the final order. That is not to say that, notwithstanding a high legal standard, certain developments arising after a final report will not be capable of amounting to an arguable material change of circumstance or special reason.
First, Microsoft relies on the fact that, on 15 May 2023, the European Commission issued a decision approving the Merger that had been notified to the Commission on the condition that Microsoft complies with legally-binding commitments offered to the Commission on 20 April 2023. Microsoft explains that (amongst other things):
a) The commitments require Microsoft to grant royalty-free, worldwide licenses to stream Activision games for a period of ten years from the closing date of the Merger on the terms set out in the commitments. Microsoft submits that the commitments also require it to comply with the agreements that it has entered into with NVIDIA, Boosteroid and Ubitus (which are addressed in the Final Report).
b) The commitments are supported by a monitoring and enforcement regime, including a fast-track resolution regime if any cloud gaming providers consider Microsoft is failing to comply with its obligations and significant adverse consequences for Microsoft if it is found to have breached its commitments.
The Microsoft Submission contends that these commitments fundamentally change the factual basis on which the assessment of the cloud gaming agreements was conducted in the Final Report, including in particular as to the level of certainty that they provide. Microsoft's position is that the commitments therefore constitute a material change of circumstance and, separately, a special reason to depart from the Final Report (particularly in light of the requirements of comity).
Second, Microsoft relies on the fact that the terms of the proposed order are far-reaching and provide for restrictions which are unnecessary to prevent a SLC arising in relation to cloud gaming services in the UK. In particular, Microsoft argues that it is disproportionate for prohibition to extend to: (i) the acquisition by Microsoft of an interest in all subsidiaries of Activision (in particular Activision's King segment, which is focused on native mobile games); and (ii) the acquisition by Activision of all subsidiaries of Microsoft (the vast majority of which have no gaming activities and most of which have no activities in, or connection to, the UK).
Third, as discussed at the CMC on 17 July 2023, on 16 July 2023, various media outlets reported that Sony had signed an agreement with Microsoft providing access to Call of Duty following the Merger. I understand, based on the oral submissions of Microsoft's leading counsel at the CMC on 17 July 2023, that Microsoft considers that this constitutes a further material change of circumstance or special reason.
At the time of filing this statement, the CMA has not seen a signed version of the Sony Agreement. I have, however, read the statement of REDACTED dated 19 July 2023, which outlines the terms of the Sony Agreement. The Inquiry Group will of course consider any such materials in connection with its assessment of the appropriate form of final order under s.41 as and when they are received.
Fourth, as the Tribunal is also aware, the CMA expects to receive a notification from Microsoft for a restructured deal to acquire Activision. Once any notification is made, it is possible Microsoft may submit that the restructured deal can amount to a further material change of circumstance or special reason.
The CMA's assessments under s.41(3) and s.33(1) EA02 may well therefore take place in parallel. They would be distinct insofar as: (1) the CMA must consider whether there is a material change of circumstance or special reason under s.41(3) on the grounds set out above; and (2) as explained at the hearing on 17 July 2023, the CMA may still consent to Microsoft acquiring an interest in Activision under the terms of the proposed final order.
Whilst further investigation would be required, it is arguable that the matters outlined above may give rise to a material change of circumstance and/or special reason under s.41(3). Ultimately, any decision would be for the Inquiry Group. The Inquiry Group extended the statutory timetable for making a final order in order to give full and proper consideration to Microsoft's submissions on the draft final order. Nothing in this statement is intended to prejudge either the Inquiry Group's consideration of the representations made by the parties and third parties or its final decision.
Third party consultation on any changes to the proposed order
Given the Inquiry Group has received a submission from Microsoft that there has been a material change of circumstance or there are otherwise special reasons for the final order to depart from the Final Report, recognising the request of the President of the Tribunal in paragraph 15(3) of the Ruling about the need for third parties to have an opportunity to comment on the submissions put forward by Microsoft, the Inquiry Group has approved that the CMA should publish details regarding Microsoft's submissions as soon as possible and provide a short window for third party submissions.
Further, if the Inquiry Group reaches the provisional view that there has been a material change of circumstance, or there are otherwise special reasons for modifying the proposed order, the CMA would give notice of the modified order in accordance with the requirements paragraphs 2(4) to 2(6) of Schedule 10. The CMA would set out the proposed modifications and the reasons for them and give third parties a chance to respond. Whilst it will be for the Inquiry Group to determine the precise process to be followed, and this will depend on the progress of any further evidence gathering, my current expectation is that the Inquiry Group may be able to reach a provisional view in the week beginning 7 August 2023. Third parties would then have a period of 7 days to make representations.
Why the first adjournment application did not refer to Microsoft's proposal to modify the transaction
In its application of 28 June 2023, the CMA sought an adjournment on the basis that: (i) the CMA had not at that time been able to instruct leading counsel with previous experience of this matter to appear at the substantive hearing and had encountered significant difficulty in obtaining suitable alternative representation; (ii) First Treasury Counsel, who had been instructed as leading counsel for the CMA, had confirmed that it was not possible for the CMA's case to be prepared and presented effectively on the current timescales with a hearing at the end of July; and (iii) there had been a range of other developments in relation to the proceedings which either had already, or would soon, divert significant resources of the CMA away from the preparations for the hearing, including an increase in the scale of work that would be involved in relation to the consultation procedure on the final order.
This application did not refer to discussions between Microsoft and the CMA about a modified transaction because the adjournment was not sought in order to pursue any such discussions. On 28 June 2023, there were no ongoing discussions between Microsoft and the CMA. An adjournment was instead sought on the distinct basis that it was necessary to secure a fair hearing, for the reasons summarised above.
The CMA's application of 28 June 2023 was opposed by Microsoft and refused by the Tribunal in a ruling on 29 June 2023. In the light of that ruling, the CMA made arrangements to put together a counsel team (including by moving counsel away from other cases, as explained in a letter to the Tribunal dated 5 July 2023). The Joint Application was made on the distinct basis from the first application for adjournment, as explained in the parties' submissions at and in advance of the CMC on 17 July 2023.
Extent to which the FTC's failure to obtain an interim injunction from the US courts is relevant to the Joint Application
The FTC's failure to obtain a preliminary injunction was irrelevant and immaterial to the CMA's decision to participate in the Joint Application. The CMA's decision was taken on the basis of its assessment that the public interest is now best served by an adjournment for the reasons outlined at the beginning of this statement. The CMA believes that there is a realistic chance that the adjournment will lead to an outcome that is in the interests of consumers, and that gives the parties (and the public) greater certainty more quickly, without the cost and delay of litigation.
While the CMA cannot comment on whether or not the US developments were a relevant consideration for Microsoft in deciding whether to make the Joint application, as this is a matter for Microsoft, I confirm the US developments were irrelevant to the CMA's decision to participate in the Joint Application.
DeepEnigma
Gold Member
You've already said it yourself before. Political.
When it gets this convoluted, politics are at play.
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Vox Machina
Banned
As I suspected. Serious appeals on the basis of both comity and proportionality. A block or massive divestiture never made sense in proportion to a vanishingly small SLC, and every other country on earth passing the merger made a block on the basis of comity untenable.
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havoc00
Member
Is this a good sign for ms?
PaintTinJr
Member
From the opening statement we can see that the statement is a lie.
The material change is that Booty's email has came to public view to show the intention to foreclose, and the information about them foregoing 10M Starfield sales on PS5 at a loss in earnings between $0.25b and £0.5b shows they have the means and willingness and active strategy to do that. But instead he's pre-empted his opinion at the end of the apragraph by saying the transaction should go ahead , when his legal duty is to reinstate the console SLC that is valid, and this just showcases the lack of legislation being followed and their flat out failure to follow the law and do the job when pressured by a £2,7b company with a history of anti-competitive behaviour.
Vox Machina
Banned
Yes, these are the arguments Microsoft would have used should the CAT Appeal moved forward, and they're powerful arguments. However, they've come to an alternate solution and used those same arguments to present a case to the CMA that a Material Change of Consequence has occurred (both the EU CC remedies and the Sony deal). The CMA can then use those arguments to issue a derogation to their Final Report (the April decision) that allows MSFT to close (but hold ABK separate) while the ongoing Phase 1 investigation of the new restructured deal is moving forward:
This part is important: "(2) as explained at the hearing on 17 July 2023, the CMA may still consent to Microsoft acquiring an interest in Activision under the terms of the proposed final order."
Bernoulli
M2 slut
Rumour has it, that boat he was musing about was mysteriously docked at his lake house. The universe has delivered.
Heisenberg007
need sauce on this
havoc00
Member
Money Talks, MS always wins baby
Chiggs
Gold Member
I mean, what hasn't been in the last two weeks, besides obvious speculatory FUD on this forum, like Bobby Kotick pulling a Hollywood Hogan?
It's in the bag, barring Phil doing something really moronic.
Okay, so maybe not entirely in the bag.
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havoc00
Member
I mean, what hasn't been in the last two weeks, besides obvious speculatory FUD on this forum, like Bobby Kotick pulling a Hollywood Hogan?
PaintTinJr
Member
Sad, but again she's only focusing on new stuff that favour Microsoft in a Cloud SLC, when the information that we all have says they failed in their duty to evidence the console SLC correctly, and now the evidence is there, they are tone deaf to these significant material differences and only looking at a carve out that still gives Microsoft all the assets that they need to reduce competition, consumer choice and partially foreclose. I'm embarrassed to be British, today the way they are handling this. Not what I expect from the regulator that the credible ofcom answers to.
havoc00
Member
Bow down to Bobby and the Microsoft machine
ToadMan
Member
Speaking of which, MS claimed (ok MS are not known for their honesty…) that their launch of a mobile storefront to compete with Apple and Google versions are predicated on this acquisition completing.
So that's a reason to for Apple and Google to get involved even if they then ran ATVI as a wholly owned independent subsidiary.
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Vox Machina
Banned
"Please don't allow more competition on our platforms Mr. CMA!"
Pretty sure those letters would get thrown in the trash literally immediately.
feynoob
Banned
I found this article about the CMA.
The CMA's former chief executive Andrea Coscelli stepped down last year and joined Keystone Strategy, which advised Microsoft on its takeover of Activision Blizzard.
CMA data chief Stefan Hunt joined him in leaving for Keystone while senior director of strategy Stuart Hudson left for PR firm Brunswick, which also advised the tech giant
The individuals have had no role in the Microsoft deal since leaving the CMA under conflict of interest rules that prevent them from working on cases they were involved in at the regulator.
This seems an answer to our question.
However, Jeremy Hunt, the Chancellor, told the CMA after the decision that it must understand its "wider responsibilities for economic growth".
The body has also faced criticism from the industrialist Sir Jim Ratcliffe, one of Britain's richest men.
He has said it is becoming an "overly aggressive regulator with little regard for the impact of its decisions on UK business".
SportsFan581
Member
Reading those exerts, I wonder if there will be any further divestiture from MS or if the "new deal" is basically just what was offered to the EU. 
There's probably a good chance that the Sony faithful don't need to worry about any Activision games going console exclusive for Xbox either, seeing that Sony operates a cloud service that might qualify under the terms of that EU order (not sure). This might be why Sony is saying they are going to make "some" purchased games available on the cloud.
It'll be interesting to see what the final resolution is.
There's probably a good chance that the Sony faithful don't need to worry about any Activision games going console exclusive for Xbox either, seeing that Sony operates a cloud service that might qualify under the terms of that EU order (not sure). This might be why Sony is saying they are going to make "some" purchased games available on the cloud.
It'll be interesting to see what the final resolution is.
HoofHearted
Member
So - you're stating... Apple/Google would cough up $5b in "throwaway money" to just stop this deal?
Man... I've GOT to get some of whatever it is you're drinking or smoking there...
Hook a brother up...
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POKEYCLYDE
Member
Yeah, Apple who has shown no interest in this acquisition would suddenly come out of nowhere to spend $80B just to fuck over Microsoft.
I'll give you this; You're a dreamer.
Vox Machina
Banned
Reading those exerts, I wonder if there will be any further divestiture from MS or if the "new deal" is basically just what was offered to the EU.
There's probably a good chance that the Sony faithful don't need to worry about any Activision games going console exclusive for Xbox either, seeing that Sony operates a cloud service that might qualify under the terms of that EU order (not sure). This might be why Sony is saying they are going to make "some" purchased games available on the cloud.
It'll be interesting to see what the final resolution is.
Generally streaming services like Luna/Playstation's Cloud Gaming are exempt from the EU Agreement because they function more like content libraries with streaming bolted on top and the business model is much different than BYOG services.
HoofHearted
Member
feynoob
Banned
SportsFan581
Member
That's what I figured. But, Sony might start to position their cloud services as more of a BYOG product by allowing purchased games not found in the library to be streamed. But I can see where their platform might be considered too exotic to be grouped with the other services that run steam games etc.
havoc00
Member
Whilst it will be for the Inquiry Group to determine the precise process to be followed, and this will depend on the progress of any further evidence gathering, my current expectation is that the Inquiry Group may be able to reach a provisional view in the week beginning 7 August 2023. Third parties would then have a period of 7 days to make representations
So basically, Mr Prevett (CMA) is saying that he believes the CMA could reach a provisional view on the deal on the week of August 7th. Provisional view is essentially them saying whether they're approving the deal or not. However it won't be the final verdict, they'll still have to do 7 days of market research and their final report. So the actual approval will come later.
Have a feeling CMA's: "We'll sort this before August 29th" will be August 28th, Lmao.
So basically, Mr Prevett (CMA) is saying that he believes the CMA could reach a provisional view on the deal on the week of August 7th. Provisional view is essentially them saying whether they're approving the deal or not. However it won't be the final verdict, they'll still have to do 7 days of market research and their final report. So the actual approval will come later.
Have a feeling CMA's: "We'll sort this before August 29th" will be August 28th, Lmao.
Ginzeen
Banned
The appeal has been officialy paused. So your wrong. Again.
PaintTinJr
Member
Ask yourself if they would have to cough up anything in the event they float the offer - with some nothing issue for shareholders - that Bobby can't agree to for personal reasons, like the current CEO staying on for 10years - and watch shareholders use that offer to pull the deal apart for free by ejecting Bobby, for not agreeing. Google, Amazon and Meta could all be doing the same, just to monkey with Microsoft, because everyone but Microsoft is better off with ATVI as is in an independent state.
That's exactly what Microsoft would be doing in their position.
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PaintTinJr
Member
I wasn't wrong at the time. That news came after the fact.
adamsapple
Or is it just one of Phil's balls in my throat?
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feynoob
Banned
Meta is on a loss steep.
Apple is doing apple stuff. They don't need Activision. They make more money without making any game.
Google is a risky business for Activision, considering their death rate.
Microsoft is the only candidate due to Xbox.
Without Xbox, no one would have wanted them to touch Activision..
But at the end of the day, Activision board is getting 70b or 3.5b/ 4.5b if it fails.
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