The UK — which blocked the Microsoft-Activison deal — is ready to negotiate. Here’s what happens next
Britain’s competition regulator, the staunchest opponent of Microsoft’s $69 billion acquisition of gaming giant Activision Blizzard, flat out blocked the deal in April.
It appears the U.K. Competitions and Markets Authority may have now had a change of heart.
After a U.S. judge on Tuesday denied the the Federal Trade Commission’s motion for a preliminary injunction to stop Microsoft from completing its purchase of Activision Blizzard, the U.K. CMA said it was ready to go back to the negotiations table with the Redmond giant.
But what assurances can Microsoft offer to the CMA, after previous attempts at concessions have failed?
Why the CMA blocked the Microsoft-Activision deal
The U.K. CMA efficiently blocked the acquisition in April, saying the deal raises competition concerns in the nascent cloud gaming market. Like other regulators, the CMA is concerned that Microsoft could take Activision games and make them exclusive to its own platforms.
Cloud gaming is a technology that enables gamers to access games via remote servers — effectively streaming a game like you would a movie on Netflix. The technology is still in its infancy, but Microsoft is betting big on it becoming a mainstream way of playing games.
“Allowing Microsoft to take such a strong position in the cloud gaming market just as it begins to grow rapidly would risk undermining the innovation that is crucial to the development of these opportunities,” the CMA said in April.
Why did it change course?
The CMA had been aggressively pushing for Microsoft not to purchase Activision — and its decision to relax its stance has come as a surprise to many.
In its statement, the CMA suggested it would open up negotiations with Microsoft to consider proposals to resolve the dispute.
An Activision Blizzard’s Call of Duty: Modern Warfare video game is inserted into the Microsoft’s Xbox One video game console arranged in Denver, Colorado, on Wednesday, Jan. 19, 2022.
Michael Ciaglo | Bloomberg | Getty Images
“We stand ready to consider any proposals from Microsoft to restructure the transaction in a way that would address the concerns set out in our Final Report,” a CMA spokesperson told CNBC via email on Tuesday.
“In order to be able to prioritise work on these proposals, Microsoft and Activision have agreed with the CMA that a stay of litigation in the UK would be in the public interest and all parties have made a joint submission to the Competition Appeal Tribunal to this effect.”
The regulator could have gone ahead and progressed with legal action in the courts. However, this would have been a lengthy and costly process, and may have been particularly bruising for the watchdog, if it were to lose the case.
Alex Haffner, a competition lawyer at law firm Fladgate, told CNBC that the setback to the FTC essentially left the CMA “exposed to being the only regulator that has actually blocked the deal.”
“Why did they do this? You might call it face saving, you might also call it pragmatic, given the circumstances,” he said.
“It’s been backed into a corner and publicly said it’s announced a stay of the appeal to negotiate with Microsoft,” Haffner added. “You add that, together with the political machinations of all of the heat the CMA’s got. It’s pretty nailed on [that] it’s going to negotiate some kind of settlement with the parties.”
What happens next?
The CMA, Microsoft and Activision now look set to hash out a possible resolution to the regulator’s concerns to get a deal over the line.
Microsoft could seek to provide further commitments to the regulator. It’s not yet clear at this stage what those pledges could look like, but Haffner said they would need to be “proportionate to the concerns raised.”
“There will be an intense period of negotiations on both sides they need to get it done quickly,” Haffner told CNBC. “We’ll get it done in a week or so, I’d say.”
Microsoft has a July 18 deadline to complete the deal.
Microsoft has already offered concessions to the U.K. regulator which were rejected.
One of the remedies involves Microsoft making certain games available on other platforms for a defined period of time. For example, Microsoft said in February that it would bring Xbox PC games to Nvidia’s cloud gaming service. The company also signed a 10-year deal with rival Nintendo to bring Call of Duty to the Japanese firm’s platforms the same day as the game would become available on the Xbox.
To the European Union regulators which approved the deal in May, Microsoft said it would offer royalty-free licenses to cloud gaming platforms to stream Activision games, if a consumer has purchased them.
But the CMA has rejected similar concessions on the basis that they would be difficult to monitor and enforce, and the rapidly-fluctuating nature of the nascent cloud gaming sector means such as a remedy may not take into account changes in the cloud market.
So Microsoft will need to take another try at a licensing concession.
Will Microsoft have to divest some business?
Prior to softening its stance in its April ruling, the CMA in February gave a notice of possible solutions to Microsoft. One of those was for Microsoft to sell its business associated with the popular Call of Duty game. Other remedies included a divestiture of some of the Activision Blizzard business.
Microsoft President Brad Smith told CNBC in February that he didn’t see a “feasible path” to sell off Call of Duty.
But a divestiture of some sort could be on the cards, according to Dan Ives, analyst at Wedbush Securities. Ives said in a note on Wednesday that Microsoft could carve out its Game Pass subscription service in the U.K. to satisfy the CMA.
Game Pass is Microsoft’s subscription service on the Xbox console and PC, which gives users access to hundreds of games.
Dado Ruvic | Reuters
Elon Musk’s SpaceX, is initiating a secondary share sale that would give the company a valuation of up to $800 billion, The Wall Street Journal reported Friday.
SpaceX is also telling some investors it will consider going public possibly around the end of next year, the report said.
At the elevated price, Musk’s aerospace and defense contractor would be valued above ChatGPT maker OpenAI, which wrapped up a share sale at a $500 billion valuation in October.
SpaceX has been investing heavily in reusable rockets, launch facilities and satellites, while competing for government contracts with newer space players, including Jeff Bezos‘ Blue Origin. SpaceX is far ahead, and operates the world’s largest network of satellites in low earth orbit through Starlink, which powers satellite internet services under the same brand name.
A SpaceX IPO would include its Starlink business, which the company previously considered spinning out.
Musk recently discussed whether SpaceX would go public during Tesla‘s annual shareholders meeting last month. Musk, who is the CEO of both companies, said he doesn’t love running publicly traded businesses, in part because they draw “spurious lawsuits,” and can “make it very difficult to operate effectively.”
However, Musk said during the meeting that he wanted to “try to figure out some way for Tesla shareholders to participate in SpaceX,” adding, “maybe at some point, SpaceX should become a public company despite all the downsides.”
WATCH: What retail investors should know about OpenAI and SpaceX
The logo for Google LLC is seen at the Google Store Chelsea in Manhattan, New York City, U.S., November 17, 2021.
Andrew Kelly | Reuters
A U.S. judge on Friday finalized his decision for the consequences Google will face for its search monopoly ruling, adding new details to the decided remedies.
Last year, Google was found to hold an illegal monopoly in its core market of internet search, and in September, U.S. District Judge Amit Mehta ruled against the most severe consequences that were proposed by the Department of Justice.
That included the proposal of a forced sale of Google’s Chrome browser, which provides data that helps the company’s advertising business deliver targeted ads. Alphabet shares popped 8% in extended trading as investors celebrated what they viewed as minimal consequences from a historic defeat last year in the landmark antitrust case.
Investors largely shrugged off the ruling as non-impactful to Google. However some told CNBC it’s still a bite that could “sting.”
Mehta on Friday issued additional details for his ruling in new filings.
“The age-old saying ‘the devil is in the details’ may not have been devised with the drafting of an antitrust remedies judgment in mind, but it sure does fit,” Mehta wrote in one of the Friday filings.
Google did not immediately respond to a request for comment. The company has previously said it will appeal the remedies.
In August 2024, Mehta ruled that Google violated Section 2 of the Sherman Act and held a monopoly in search and related advertising. The antitrust trial started in September 2023.
In his September decision, Mehta said the company would be able to make payments to preload products, but it could not have exclusive contracts that condition payments or licensing. Google was also ordered to loosen its hold on search data. Mehta in September also ruled that Google would have to make available certain search index data and user interaction data, though “not ads data.”
The DOJ had asked Google to stop the practice of “compelled syndication,” which refers to the practice of making certain deals with companies to ensure its search engine remains the default choice in browsers and smartphones.
The judge’s September ruling didn’t end the practice entirely — Mehta ruled out that Google couldn’t enter into exclusive deals, which was a win for the company. Google pays Apple billions of dollars per year to be the default search engine on iPhones. It’s lucrative for Apple and a valuable way for Google to get more search volume and users.
Mehta’s new details
In the Friday filings, Mehta wrote that Google cannot enter into any deal like the one it’s had with Apple “unless the agreement terminates no more than one year after the date it is entered.”
This includes deals involving generative artificial intelligence products, including any “application, software, service, feature, tool, functionality, or product” that involve or use genAI or large-language models, Mehta wrote.
GenAI “plays a significant role in these remedies,” Mehta wrote.
The judge also reiterated the web index data it will require Google to share with certain competitors.
Google has to share some of the raw search interaction data it uses to train its ranking and AI systems, but it does not have to share the actual algorithms — just the data that feeds them.” In September, Mehta said those data sets represent a “small fraction” of Google’s overall traffic, but argued the company’s models are trained on data that contributed to Google’s edge over competitors.
The company must make this data available to qualified competitors at least twice, one of the Friday filing states. Google must share that data in a “syndication license” model whose term will be five years from the date the license is signed, the filing states.
Mehta on Friday also included requirements on the makeup of a technical committee that will determine the firms Google must share its data with.
Committee “members shall be experts in some combination of software engineering, information retrieval, artificial intelligence, economics, behavioral science, and data privacy and data security,” the filing states.
The judge went on to say that no committee member can have a conflict of interest, such as having worked for Google or any of its competitors in the six months prior to or one year after serving in the role.
Google is also required to appoint an internal compliance officer that will be responsible “for administering Google’s antitrust compliance program and helping to ensure compliance with this Final Judgment,” per one of the filings. The company must also appoint a senior business executive “whom Google shall make available to update the Court on Google’s compliance at regular status conferences or as otherwise ordered.”
This is breaking news. Check back for updates.
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