Yep. Spending billions to acquire one or multiple companies with hundreds or thousands isn't like to buy a soda can in the store.
They have to evaluate if the company is a good fit for their strategy, future catalog and culture, if that company would integrate well and what possible synergies could they create in both ways, to make a proper estimate of when and how they would recoup the investment, make a due diligence, set a proper price and choose the good timing to make the acquisition considering different things like currency exchange, see if the future releases of the company can be properly aligned with the already existing estimated lineup of the other Sony teams, to make the acquisitions in a way that avoids any issue with regulators, and many other things I may forget.
So to do things in the proper way, they will need time.
The issue at hand here is, Sony likely should have been using some of the past 18+ months assessing acquisition strategies (and maybe they have), instead of trying to fight the ABK acquisition so adamantly. The other issue is, if they're not looking to acquire anything WRT publishers until 2025/2026, some or maybe all of their key targets may already be acquired by other companies by that point, or certain companies they could acquire for a lower price today, could cost a lot more by that 2025/2026 timeframe.
Also it's not like Sony need that much time to assess certain potential acquisitions in the publisher space: they have close relationships with virtually all the big 3P publishers, and particularly close ones with a select few of them. They wouldn't have those partnerships without already being on common ground at some critical level corporate-wise, with certain business prospects aligning between the two. They don't need three more years to conclude "yeah, this is a buy worth going for", that particular part is nonsensical. Most of the assessment in that regard, should have been ongoing or at least started over a year ago, even earlier, considering Microsoft weren't the only ones making acquisitions or pumping big investments into key 3P publishers.
As for avoiding scrutiny from regulators? Well for one and this touches on something mentioned in the past, but I don't think the size of acquisition would be used against Sony, simply because they have a larger market share. Regulators aren't looking to punish market leaders for earning their position in the market through fair, and well-known market competition standards. Also, as we're seeing with Bungie, Sony can simply go that they're the only platform holder with a track record historically, and presently, of bringing out new titles and IP to competing platforms without requiring X-year arrangement deals or out of honoring previously-signed contracts. Games like Wipeout, Destiny 2 (content) and Marathon (legacy IP but practically a new IP in eyes of vast majority) are proof of this. And AFAIK, Sony haven't forced reneging of contracts to drop support for rival platforms of a game, after making an acquisition.
Unlike a certain other platform holder :/...
Promise? No.
Misrepresentation, twisting of words, and lies? Yes.
We know that Game Pass subscribers did not grow, and Xbox console market share has decreased even further when compared to the last generation.
So why did Microsoft engage in exclusivity when neither of their conditions fulfill?
Keep posting the receipts. It's been clear as day for a while now that games like Starfield and Indiana Jones obviously don't meet these requirements (I would also add that these conditions given by Microsoft were made on the implied basis of seeing these gains offsetting any lost revenue by skipping multi-platform releases for the game, as well. Which should be the assumed position), but they've been made console-exclusive to Xbox anyway.
Same with TES VI, even if Phil said they're "considering it" at the FTC hearing (with testimony that did not bind Microsoft to his own statements, including when Judge Corley directly asked him about COD on PlayStation (showing she forgot about this non-binding aspect on purpose just to ask that question)). Because we already know he's said it will be console-exclusive to Xbox.