お知らせ • Oct 14
Microsoft Corporation (NasdaqGS:MSFT) acquired Activision Blizzard, Inc. (NasdaqGS:ATVI) from Berkshire Hathaway Inc. (NYSE:BRK.A) and other investors.
Microsoft Corporation (NasdaqGS:MSFT) entered into a definitive agreement to acquire Activision Blizzard, Inc. (NasdaqGS:ATVI) from Berkshire Hathaway Inc. (NYSE:BRK.A) and other investors for $75.3 billion on January 18, 2022. Under the terms of transactions, Microsoft will acquire Activision Blizzard for $95 per share in an all-cash transaction valued at $68.7 billion, inclusive of Activision Blizzard’s net cash. The acquisition includes franchises from the Activision, Blizzard and King studios like Warcraft, Diablo, Overwatch, Call of Duty and Candy Crush, in addition to global eSports activities through Major League Gaming. In the event of termination, Microsoft will be required to pay Activision Blizzard a termination fee of (i) if such termination notice is provided prior to January 18, 2023, an amount equal to $2 billion (ii) if such termination notice is provided after January 18, 2023, and prior to April 18, 2023, an amount equal to $2.5 billion or (iii) if such termination notice is provided at any time after April 18, 2023, an amount equal to $3 billion. Also, Activision Blizzard will be required to pay Microsoft a termination fee of $2.27 billion. Robert A. Kotick (Bobby Kotick) will continue to serve as Chief Executive Officer of Activision Blizzard. Upon completion of the transaction, the Activision Blizzard business will report to Phil Spencer, Chief Executive Officer, Microsoft Gaming. Microsoft and Activision Blizzard will continue to operate independently, until the transaction closes. Activision Blizzard will be housed within Microsoft's Gaming Division.
The transaction is subject to customary closing conditions and completion of regulatory review and shareholder approval of Activision Blizzard, early termination or expiration of any applicable waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, among others. The transaction will also be reviewed by the Federal Trade Commission. The transaction has been approved by the Boards of Directors of Microsoft and unanimously by the Board of Directors of Activision Blizzard. As of March 29, 2022, the federal court indicated it would approve Activision Blizzard’s settlement with the EEOC. That settlement paves the way to compensate and make amends to eligible claimants. As of April 28, 2022, the shareholders of Activision Blizzard have approved the transaction at the special meeting. As of June 13, 2022, the Communications Workers of America (CWA) and Microsoft announced they have entered into a labor neutrality agreement which would apply at Activision Blizzard beginning 60 days after the close of the transaction. As of July 6, 2022, The Competition and Markets Authority (CMA) has opened an investigation into the merger. The CMA has a deadline of September 1, 2022, for its phase 1 decision. As of September 1, 2022, the Competition and Markets Authority (CMA) has raised concerns regarding substantial lessening of competition and considers that these concerns warrant an in-depth Phase 2 investigation. Microsoft and Activision Blizzard now have 5 working days to submit proposals to address the CMA’s concerns. As of September 15, 2022, CMA referred the transaction for further investigation and report by a group of CMA panel members (the Inquiry Group). As of October 5, 2022, the Brazil Administrative Council for Economic Defense (CADE) approved the acquisition. As on November 8, 2022, the European Commission has opened an in-depth investigation to assess the proposed transaction under the EU Merger Regulation. The Commission is concerned that the proposed acquisition may reduce competition in the markets for the distribution of console and personal computers (‘PCs') video games and for PC operating systems. The Commission now has 90 working days, until March 23, 2023, to take a decision whether to clear or block the deal. The Britain's antitrust watchdog is also investigating the acquisition. As of December 8, 2022, FTC announced its decision to challenge and block the deal. As of December 13, 2022, Microsoft has offered to sign a legally-binding consent decree with the U.S. Federal Trade Commission to provide "Call of Duty" games to rivals including Sony and others for a decade. This means they will file a lawsuit to block the merger, and arguments will be heard by a judge. Activision Chief Executive Officer, Bobby Kotick said that they will challenge the Federal Trade Commission’s lawsuit to block the transaction. As of December 16, 2022, shareholders of Microsoft have voted to elect each of the twelve nominees for director and approved on an advisory basis, the compensation of the Company’s named executive officers. As of December 20, 2022, 10 gamers have taken legal action against Microsoft to block the merger citing that the transaction will "create a monopoly in the video game industry". As of December 22, 2022, Microsoft filed a formal challenge to the FTC's lawsuit to block the deal. On February 21, 2023, Microsoft and NVIDIA announced the companies have agreed to a 10-year partnership to bring Xbox PC games to the NVIDIA® GeForce NOW™ cloud gaming service. NVIDIA therefore is offering its full support for regulatory approval of the acquisition. Microsoft also finalized a 10-year agreement to bring the latest version of Call of Duty to the Nintendo platform following the merger with Activision. As of March 24, 2023, UK regulator drops some competition concerns in Microsoft-Activision deal but its other concerns remain. As of May 15, 2023, the European Commission approved the transaction. As of May 19, 2023, China’s State Administration for Market Regulation approved the transaction. As of May 24, 2023, Microsoft filed an appeal with the Competition Appeal Tribunal (CAT) on CMA's decision to block its takeover of Activision Blizzard. The deal is expected to close in Microsoft’s fiscal year ending June 2023. As of July 19, 2023, Activision Blizzard and Microsoft extended the deadline for closing the deal until October 18, 2023. In addition, Activision and Microsoft decided to increase Microsoft's termination payments to $3.5 billion from $3 billion if the deal is not completed by August 29, and to $4.5 billion after September 15, 2023. As on August 22, 2023, CMA rejected the deal. Hence, Microsoft restructured the deal for which CMA has opened its investigations again. As per the new agreement, the cloud streaming rights for all current and new Activision Blizzard PC and console games released over the next 15 years will be transferred to Ubisoft Entertainment SA. The transaction will be accretive to non-GAAP earnings per share upon close. As of September 21, 2023, the CMA of UK has given preliminary approval to the transaction.
Goldman Sachs & Co. LLC acted as financial advisor and Alan Klein, Anthony Vernace, William Allen, Greg Grogan, Patricia Adams, Lori Lesser, Stephen Blake, Brooke Cucinella, Jonathan Goldstein, William Brentani, Andrew Kofsky, Chris Brown, and Krista McManus of Simpson Thacher & Bartlett LLP acted as legal advisors to Microsoft. Allen & Company LLC acted as financial advisor and provided fairness opinion to Activision. Activision Blizzard has agreed to pay Allen & Company an aggregate cash fee of $65 million, of which $10 million was payable upon delivery of Allen & Company’s opinion and $55 million is payable contingent upon consummation of the merger. Kenton J. King, James R Carroll, Nathan W Giesselman, Andrew L Foster, Ken D Kumayama, Regina Olshan, Maria Raptis, Steven C Sunshine, Ingrid Vandenborre and Sonia K. Nijjar of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Activision Blizzard. Michael Moiseyev, Jenine Hulsmann, Niklas Maydell, Vadim M. Brusser and Megan Granger of Weil, Gotshal & Manges LLP acted as legal advisor to Microsoft Corporati. Slaughter and May acted as legal advisor to Activision Blizzard.
Microsoft Corporation (NasdaqGS:MSFT) completed the acquisition of Activision Blizzard, Inc. (NasdaqGS:ATVI) from Berkshire Hathaway Inc. (NYSE:BRK.A) and other investors on October 13, 2023. The CMA has given Microsoft Corporation consent to acquire Activision Blizzard, Inc.