The Microsoft and Activision Blizzard deal is one that turned the entire industry upside down. The news took everyone in the industry by surprise and there are still a lot of questions surrounding the deal itself. Today, one of the questions being answered is what is going to happen if the deal doesn't go through after all.
In a public document made by the Security and Exchange Commission (SEC), some new details regarding the merger between Microsoft Gaming and Activision were revealed. The document states certain conditions regarding the upcoming deal between the Xbox corporation and Activision Blizzard.
In this article, we'll focus on the termination conditions of the agreement which, under the terms of the deal, can potentially make Microsoft pay a $2 billion fee to Activision should the deal fall through under specific circumstances. The merger agreement contains customary termination provisions if termination of the deal is made prior to January 18, 2023.
Additionally, there's a fee of $2.5 billion should a termination notice be provided after January 18, 2023 and prior to April 18, 2023. Finally, if the termination notice is provided after April 18, Microsoft will be bound to pay Activision Blizzard a total of $3 Billion. There are certain specifics that need to be met in order for this penalty to go through, however.
The Merger Agreement also contains customary termination provisions for each of Parent and the Company. Upon termination of the Merger Agreement, (A) the Parent, under specified circumstances, including termination pursuant to an injunction arising from Antitrust Laws when the Company is not then in material breach of any provision of the Merger Agreement, will be requiered to pay the Company a termination fee.
[...] and (B) the Company, under specified circumstances, including termination of the Merger Agreement by the Company to accept and enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or by Parent upon a Company Board Recommendation Change (as defined in the Merger Agreement), will be required to pay Parent a termination fee of $2,270,100,000. The Company Board has unanimously approved and adopted the Merger Agreement and recommended that the Company’s stockholders vote in favor of adoption of the Merger Agreement.
In order for this deal to go through, Microsoft still has to win approval from Activision's shareholders and from regulators. However, due to the circumstances surrounding the deal itself, it's very likely that the deal will go through without a hitch. Of course, not everything is set in stone and a lot can happen between now and April 2023.
