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How Microsoft’s Activision Blizzard Acquisition Talks Began

A November 2021 executive call led to exclusive acquisition talks within a month. Here’s how Microsoft and Activision Blizzard settled on $95 per share and completed the deal in 2023.
From TheFinanceBase Team3 min to read
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Microsoft’s talks to acquire Activision Blizzard began in November 2021, about two months before the companies announced a deal. The first acquisition-related contact was a call from Microsoft Gaming CEO Phil Spencer to Activision Blizzard CEO Bobby Kotick on November 19. By December 17, Activision Blizzard’s board had authorized exclusive discussions at $95 per share. The merger agreement was signed and announced on January 18, 2022; Microsoft completed the acquisition on October 13, 2023.

What prompted the first contact?

The immediate backdrop was a November 16, 2021, Wall Street Journal investigation into misconduct allegations at Activision Blizzard. Spencer had publicly said he was troubled by the allegations and had considered Microsoft’s relationship with the company. Three days after the report, he called Kotick and raised whether Kotick would discuss possible “strategic opportunities” with Microsoft CEO Satya Nadella.

That sequence does not establish that the allegations alone caused Microsoft to pursue an acquisition. Microsoft and Activision Blizzard had a commercial relationship stretching back more than 20 years, and their executives were in regular contact. The chronology is described in Activision Blizzard’s transaction materials, as summarized in Thurrott’s account of the filing.

How did a phone call become a proposed acquisition?

Nadella and Kotick spoke on November 20, 2021, about a possible strategic combination. Spencer and Kotick continued talking on November 22 and 26. Microsoft then considered an all-cash proposal of $80 per Activision Blizzard share. That was an early contemplated price, not the final offer.

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The stages of the price discussions matter: the figures below refer to different proposals or negotiating positions, not competing descriptions of one settled offer.

Date or stage Price per share What it represented
Initial Microsoft consideration $80 Microsoft’s contemplated all-cash proposal, according to the transaction chronology summarized by Thurrott.
Activision Blizzard response $90–$105 The range Activision Blizzard indicated it sought, according to the same account.
Formal indication of interest $90 Microsoft’s nonbinding indication sent in early December.
Activision Blizzard request $100 The price Activision Blizzard asked Microsoft to reach by December 14.
December 15 negotiation $93, then $95 Nadella first offered $93; Kotick said he lacked authorization to proceed below $95. Nadella then agreed to $95.
Exclusive discussions $95 Activision Blizzard’s board authorized exclusive discussions at this price on December 17.

Activision Blizzard continued evaluating Microsoft’s proposal and other possible strategic alternatives while negotiating. Its proxy materials say the agreed $95-per-share price was approximately a 45% premium to the company’s January 14, 2022 closing price. The SEC-filed proxy statement sets out the deal terms and board materials.

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Were other buyers interested?

Activision Blizzard’s transaction account referred to other potential counterparties expressing interest in a strategic transaction. The public account did not identify them, so it does not support naming them as confirmed bidders or describing them as competing offers. The documented point is that Microsoft was not the only party to express interest while Activision Blizzard considered its alternatives.

When did the companies sign the agreement?

After the December 17 authorization for exclusive discussions, Microsoft’s formal due-diligence period ran from December 27, 2021, through January 18, 2022. The companies signed the merger agreement and announced it on January 18, before trading opened. In other words, the public announcement marked the culmination of a fast private process, not the start of negotiations.

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What did Microsoft agree to buy?

The announced transaction covered Activision Blizzard’s businesses and franchises, including Activision, Blizzard and King; Call of Duty, Warcraft, Diablo, Overwatch and Candy Crush; and Major League Gaming and related esports activities. Microsoft described the all-cash deal as valued at $68.7 billion, inclusive of Activision Blizzard’s net cash, in its SEC-filed announcement. The agreed consideration was $95 in cash per share, subject to the merger agreement’s terms and exceptions.

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Why did closing take until October 2023?

The January 2022 signing was not the acquisition’s closing date. The agreement was subject to shareholder approval and regulatory clearance, and the transaction faced regulatory scrutiny and delays. The parties extended the agreement while addressing unresolved regulatory issues. Microsoft completed the purchase on October 13, 2023, as confirmed in its completion filing.

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Microsoft later reported a cash payment of $61.8 billion net of cash acquired. That accounting figure uses a different basis from the $68.7 billion announced value, which was inclusive of Activision Blizzard’s net cash; the two figures are not interchangeable.

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