Microsoft opened Activision acquisition talks three days after CEO harassment report

When Microsoft announced it would spend $68.7 billion to buy Activision Blizzard to bolster its Xbox gaming division, the news came as a surprise to many. For months, the troubled publisher had been in headlines stemming from the workplace sexual harassment lawsuit filed by California’s fair employment agency in July. The bad press hit a fever pitch on November 16th after The Wall Street Journal published a report that asserted Activision CEO Bobby Kotick had not only known about many of the incidents of sexual harassment that had occured at the company but had also acted to protect those who were responsible for the abuse.

Days after that article came out, Xbox chief Phil Spencer reportedly told employees he was “distributed and deeply troubled by the horrific events and actions” that allegedly took place at Activision Blizzard and that Microsoft would re-evaluate its relationship with the publisher. It’s one day after that email that Spencer called Kotick to start the process that would end with Microsoft announcing plans to buy Activision Blizzard some two months later, according to a US Securities and Exchange Commission filing first spotted by CNBC.

Starting on page 31 of the document, Microsoft devotes nearly 10 pages detailing the timeline of its talks with Activision. According to the filing, Spencer told Kotick during their November 19th phone call that “Microsoft was interested in discussing strategic opportunities” between the two companies and asked if he had time to talk to Microsoft CEO Satya Nadella the following day. That Saturday, November 20th, Nadella made it clear Microsoft hoped to purchase the publisher, stating the company was “interested in exploring a strategic combination with Activision Blizzard.”

It turns out the quick pace at which the talks moved was mainly due to all the other companies interested in buying up Activision Blizzard after its stock dived in November. At least four other companies contacted the publisher about a possible acquisition. None of them are named in the SEC filing. However, one notably wanted to just buy Blizzard. Activision didn’t move forward with that option because the company’s board of directors deemed the sale would have been too difficult to pull off.

The document also details the terms of the purchase agreement. If the deal doesn’t go through due to antitrust complications, Microsoft has agreed to pay Activision Blizzard a termination fee of up $3 billion. A few years ago, that’s a possibility Microsoft probably wouldn’t have had to worry about too much, but 2022 finds the company in a very different regulatory environment. At the start of the month, NVIDIA abandoned a $40 billion bid to buy ARM after the Federal Trade Commission sued to block the purchase. President Biden appointed Lina Khan, the Commission’s current chair, to the position on the strength of her experience in antitrust law. When the NVIDIA-ARM deal fell through, the agency specifically noted it was "significant" because it "represents the first abandonment of a litigated vertical merger in many years." 

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