Activision Blizzard approves $68.7 billion deal with Microsoft, Wall Street bets ‘fail’
Activision Blizzard Inc. shareholders on Thursday approved the company’s $69 billion sale to Microsoft Corp, but Wall Street is betting Biden antitrust officials could undo one of the biggest mergers in state history -United.
Microsoft’s $95 offer represents a 24% premium to Activision’s current stock price, indicating that investors see the risk that the takeover may not close as expected. That risk premium is more than double that of Twitter Inc. following Elon Musk’s bid, and higher than most announced — but still pending — deals tracked by Bloomberg.
Tough talk from antitrust officials from President Joe Biden is fueling investor fears that the deal could be stalled or subject to delays even if it prevails, said Matt Perault of New Street Research. Additionally, the deal will also need to be approved by other governments, including the European Union and China.
The merger, which has until June 2023 to complete, would make Microsoft the world’s third-largest gaming company and give it ownership of two of the planet’s most recognizable gaming brands in Call of Duty and World of Warcraft. Microsoft would also take control of Candy Crush developer King, which made $2.58 billion in revenue last year.
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More than 98% of Activision shares voted in favor of the acquisition, the company said. Full results of the meeting will be reported in a Form 8-K to be filed with the United States Securities and Exchange Commission early next week. The shares rose slightly and closed at $76.70 in New York.
SOC Investment Group, an activist shareholder group with a small stake, earlier this month encouraged shareholders to vote against the deal. This group and other investors have spoken out against a potential golden parachute for embattled Activision CEO Bobby Kotick.
The deal will be reviewed by the Federal Trade Commission, led by Lina Khan, who has long advocated a more forceful approach to deal review, especially by the biggest tech companies. Under his leadership, the agency blocked the acquisition of Arm Ltd. by Nvidia Corp. as well as the agreement of Lockheed Martin Corp. for Aerojet Rocketdyne Holdings Inc. She also resurrected the FTC’s monopoly case against Meta Platforms Inc., which seeks to separate WhatsApp and Instagram.
Fears of a legal challenge are well-founded, based on statements by Khan opposing growth through acquisitions by big tech platforms, said Jennifer Rie, antitrust analyst at Bloomberg Intelligence. Additionally, it’s likely the FTC will have a Democratic majority by the time a decision must be made, easing a stalemate that could have resulted in inaction on the Amazon-MGM merger, Rie said.
Not everyone is worried. Wedbush Securities analyst Michael Pachter puts the odds of an FTC lawsuit at 10% and the odds of winning a lawsuit at 0% due to the difficulty in defining the concentrated market this merger would entail. Microsoft wouldn’t have a massive market share in console games or video games in general, and current antitrust law overlooks so-called freemium business models common in games, Pachter said.
He attributes market scare to lack of familiarity with the video game industry and the FTC’s tough rhetoric on mergers. The agency “can’t win this one — so if they can’t win, they’re not going to sue. And Microsoft will call their bluff. Biden’s new antitrust chiefs have said they’re ready to take risks on big deals.
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Even if an FTC challenge ultimately doesn’t prevail, a protracted legal battle could prompt the companies to abandon the deal, analysts said. Despite being the second largest company in the country, Microsoft has escaped much of the scrutiny of its peers. His experience with regulators and his proactive communications about the deal could be the difference in getting approval, said Betty Chan, merger arbitration specialist at Elevation LLC.
“We are optimistic about the outcome at this stage, but we are still working to get more comfort on this.” Chan said.