Posts with «mergers» label

No one knows what Musk's Twitter takeover means for the company

Even Twitter CEO Parag Agrawal doesn’t know what Elon Musk’s acquisition of the company means for the service or its employees. That’s the biggest takeaway from accounts of the company’s first all-hands meeting following news of the $44 billion deal.

Will Musk unban Donald Trump? Will there be layoffs? What about employees’ stock grants? For now, all those questions seem to be up in the air. Agrawal reportedly told employees there were no layoffs planned “at this time,” but acknowledged that he was also uncertain about the future. “Once the deal closes, we don’t know what direction this company will go in,” he said according toThe New York Times.

Meanwhile, Twitter chairman Bret Taylor confirmed that the board will dissolve once the acquisition is finalized. The whole process could take another six months, Bloombergreported. The deal has left many Twitter employees unsettled, and the company has reportedly “locked down changes to its platform through Friday,” in an effort to guard against “rogue” employees.

In announcing the deal, Musk outlined a number of changes he wanted to make, including ridding Twitter of spam bots and “authenticating all humans.” One person who hasn’t publicly weighed in yet is Twitter co-founder Jack Dorsey, who has previously endorsed Musk’s involvement with the company. In its statement, Twitter’s board of directors confirmed that its decision to accept Musk’s offer was unanimous, meaning Dorsey had also approved the deal.

Twitter is reportedly re-examining Elon Musk’s $43 billion takeover bid

Twitter may be warming up to the idea of selling itself to Elon Musk. According to The Wall Street Journal, the company is re-examining Musk’s takeover bid after the billionaire announced he had the financial backing to get the deal done. When Musk first announced he was ready to pay $43 billion to buy the social media giant, noting at the time it was his “best and final offer,” Twitter was widely expected to reject the proposal. The company even went so far as to adopt a so-called “poison pill” strategy to ward off a hostile takeover attempt.

But Twitter is now “taking a fresh look” at Musk’s offer and is more likely to engage in negotiations, according to The Journal. The outlet reports the two sides are meeting on Sunday to discuss the proposal, but a handful of hurdles could complicate negotiations. For instance, company executives could insist on Musk agreeing to monetary protections if the deal falls through.

Twitter declined to comment on the report. When Musk first announced his bid, the company said it was committed to a “careful, comprehensive and deliberate review” of the offer. It’s very likely we’ll learn how Twitter plans to proceed sometime in the next few days. The Journal reports the company will weigh in on the situation when it reports its first-quarter earnings on Thursday, “if not sooner.”

Twitter initiates 'poison pill' to block Elon Musk's takeover bid

The Twitter board isn't willing to let Elon Musk buy the company without a fight. The board members unanimously approved a limited duration shareholder rights plan, which will be in place for one year starting today.

The rights will come into play if a single entity acquires at least 15 percent of Twitter's outstanding common stock without the board's approval. Should that become the case, certain shareholders will have the right to buy more stock. Flooding the market with new shares to dilute other investors' holdings is called a poison pill strategy, and it's designed to ward off an attempt at a hostile takeover.

Musk briefly became Twitter's largest shareholder when it emerged he had quietly snapped up a 9.2 percent stake in the company. He was offered a seat on the board and if he had accepted, he would not have been allowed to build up an ownership stake of more than 15 percent. Musk turned down the board seat earlier this month, though. This week, Musk made an offer to buy the entire company for around $43 billion.

The company said in a press release that adopting the rights plan will "reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders." In other words, the move will make it harder for Musk to take his buyout offer directly to shareholders and acquire their stakes in piecemeal fashion.

Twitter says the plan is similar to one carried out by other publicly traded companies that have been subject to a non-binding acquisition proposal. Notably, the rights plan doesn't prevent Twitter from accepting a buyout offer if it believes that's in the best interest of its shareholders.

Musk claimed in his buyout offer Twitter has "extraordinary potential" and that he would "unlock it." During a TED Talk just hours after making the proposal, the Tesla and SpaceX founder argued that Twitter's algorithm should be open source, "so anyone can see that that action has been taken so there's no sort of behind-the-scenes manipulation, either algorithmically or manually." He also suggested he'd err on the side of having less moderation and expressed reservations about issuing permanent bans as a punitive measure.

Sonos bought a startup that made a light-powered Bluetooth speaker

Sonos has acquired Mayht, a Dutch startup best known for co-creating a Bluetooth speaker powered by light. Mayht specializes in an audio technology called Heartmotion. The company claims to have reinvented “the core of speaker driver” to allow for speakers that can be up to 10 times more compact than other models without sacrificing sound quality or bass output. And it’s that expertise Sonos is paying approximately $100 million to secure for itself.

“Mayht’s breakthrough in transducer technology will enable Sonos to take another leap forward in our product portfolio,” said CEO Patrick Spence, adding the acquisition would help the company “accelerate” its product roadmap.

Notably, Spence said the deal also gives Sonos access to intellectual property that will help it further differentiate itself from its competitors. The company is currently in the middle of a bitter legal battle with Google over speaker patents. At the start of the year, the US International Trade Commission found that the search giant had infringed on Sonos’ intellectual property, creating a situation where Google downgraded the functionality of some of its devices to circumvent an import ban.

Sonos promised to share more details about its acquisition of Mayht during its Q2 earnings call in May.

WarnerMedia finalizes $43 billion merger with Discovery

WarnerMedia and Discovery have completed their merger. Warner Bros. Discovery, as the new entity is called, will eventually combine HBO Max and Discovery+ into a single streaming service. The blend of entertainment and reality programming could help Warner Bros. Discovery better compete with the likes of Netflix and Disney+. In the meantime, the company will likely offer a bundle of the two services. WarnerMedia recently launched another streaming service in CNN+.

Not long before the merger closed, WarnerMedia CEO Jason Kilar announced his departure. Kilar, who started running the company in May 2020, was behind the controversialplan to release all 2021 Warner Bros. movies on HBO Max and in theaters on the same day amid the COVID-19 pandemic. The move seemed to have paid off, as HBO Max and HBO had 73.8 million subscribers combined at the end of 2021.

As if the departures of Kilar and several other WarnerMedia executives didn't make things clear enough, Warner Bros. Discovery will have a new leadership structure. Discovery CEO David Zaslav is running the company.

The merger is the latest in several major media consolidation moves in recent years. Amazon sealed its $8.45 billion purchase of MGM only last month. Disney spent $71.3 billion to snap up most of 21st Century Fox a few years back, while Microsoft agreed a $68.7 billion deal to buy Activision Blizzard, which is expected to close by June 2023.

AT&T announced last year it was spinning off WarnerMedia in a $43 billion deal that would combine it with Discovery. Now that the T's are crossed and I's are dotted, the deal is done and AT&T is more or less out of the content business.

Amazon completes its $8.45 billion takeover of MGM

The James Bond, Rocky and RoboCop movies now all belong to Amazon. The company has closed its $8.45 billion takeover of storied movie and TV studio MGM.

European Union antitrust regulators unconditionally approved the deal this week. They determined there wasn't a great deal of overlap between the two companies, and that "MGM's content cannot be considered as must-have" compared with other studios. 

Amazon had reportedly given the Federal Trade Commission, which was said to have been reviewing the buyout, a deadline of mid-March to challenge or approve the acquisition. If the agency didn't file a legal challenge by then, Amazon would have been free to move forward with the purchase.

MGM "will complement Prime Video and Amazon Studios’ work in delivering a diverse offering of entertainment choices to customers," Amazon said in a press release. The studio has more than 4,000 films and 17,000 episodes of TV to its name, along with 180 Oscars and 100 Emmy Awards. MGM movies include classics such as Thelma & Louise, The Silence of the Lambs, The Wizard of Oz, The Magnificent Seven and Raging Bull.

Amazon will still release James Bond movies in theaters instead of hanging onto them as Prime Video exclusives (though it wouldn't be surprising to see Bond reading by the pool with a Kindle in his next outing). It's likely that the vast majority of MGM movies and TV shows will wind up on Prime Video following theatrical runs and after agreements with other streaming platforms expire.

Congressional bills would ban tech mergers over $5 billion

Senator Elizabeth Warren has long made clear that she's no fan of Big Tech, and her latest legislation proves it. She and House Representative Mondaire Jones have introduced legislation in their respective congressional chambers that would effectively ban large technology mergers. The Prohibiting Anticompetitive Mergers Act (PAMA) would make it illegal to pursue "prohibited mergers," including those worth more than $5 billion or which provide market shares beyond 25 percent for employers and 33 percent for sellers.

The bills would also give antitrust regulators more power to halt and review mergers. They would have authority to reject mergers outright, without requiring court orders. They would likewise bar mergers from companies with track records of antitrust violations or other instances of "corporate crime" in the past decade. Officials would have to gauge the impact of these acquisition on labor forces, and wouldn't be allowed to negotiate with the companies to secure "remedies" for clearing mergers.

Crucially, PAMA would formalize procedures for reviewing past mergers and breaking up "harmful deals" that allegedly hurt competition. The Federal Trade Commission has signalled a willingness to split up tech giants like Meta despite approving mergers years earlier. PAMA might make it easier to unwind those acquisitions and force brands like Instagram and WhatsApp to operate as separate businesses.

The act isn't strictly focused on tech, but Warren made clear that industry was a target. She cautioned the FTC on Amazon's proposed buyout of MGM Studios, and challenged Lockheed Martin's since-abandoned attempt to buy Aerojet Rocketdyne.

If it becomes law, PAMA would ban the Amazon-MGM union (worth over $8.4 billion), Microsoft's Activision deal ($68.7 billion) and relatively modest acquisitions like Google's planned buyout of Mandiant ($5.4 billion). Tech firms would largely have to focus on acquiring 'small' companies, and would largely have to forego deals meant to expand market share or otherwise cement dominance in a given market.

However, there are obstacles that might prevent PAMA from reaching President Biden's desk. Both the Senate and House bills have no Republican cosponsors — they're either Democrats or left-leaning independents like Senator Bernie Sanders. That's enough to clear the House, but the Senate bill could fail if it doesn't obtain total support from sitting Democrats. As such, this may represent more of a declaration of Democrats' intentions than a fundamental change in regulatory policies.

Amazon wins EU approval for its $8.45 billion purchase of MGM

European Union officials have unconditionally rubber stamped Amazon's $845 million bid to buy famed movie and TV studio MGM. The European Commission's antitrust regulators determined there was limited overlap between the companies and said the merger wouldn't severely reduce competition in the theatrical film and audio-visual content markets.

"The Commission found that MGM's upstream activities as a producer and licensor of AV content are limited compared to other market players' activities; MGM's content cannot be considered as must-have; and a wide variety of alternative content exists," the EC said. It noted MGM's movies account for a limited share of box office revenue in the European Economic Area and that "overall MGM is not among the top production studios, despite its rights over successful film franchises such as James Bond."

Amazon still requires the green light from the Federal Trade Commission before it can close the deal, which was announced last May. Recent reports suggested the FTC was planning to challenge the merger with an antitrust lawsuit. However, that requires a majority vote by commissioners.

The FTC currently has two Democrat and two Republican commissioners. The Information reported that while they have reached a bipartisan consensus on some issues, a vote on an Amazon-MGM suit could be split along party lines. The Senate has yet to vote on Alvaro Bedoya's nomination to the commission.

In any case, the deadline for a decision on the proposed MGM buyout is said to be fast approaching, reportedly sometime in mid-March. If the FTC doesn't mount a legal challenge by then, Amazon could be free to proceed with the merger.

Google is buying cybersecurity company Mandiant for $5.4 billion

Google has todayannounced that it has signed an agreement to buy Mandiant, a notable cybersecurity company, for $5.4 billion. The unit, once acquired, will be folded into Google’s Cloud team to ensure that it can offer an “end-to-end security operations suite” for its business customers. Mandiant CEO Kevin Mandia says that the deal will enable “organizations [to] effectively, efficiently and continuously manage and configure their complex mix of security products.” Google's cloud platform is used by a number of major companies, and an outage towards the end of 2021 briefly knocked out Spotify, Snapchat, Etsy and Discord, amongst others.

Mandiant isn’t likely to be a name on everyone’s lips, but it’s one of those companies who gets called in whenever bad things go down. It discovered the SolarWinds hack, and it was hired by Equifax to look into its security practices after its massive security snafu in 2017, and T-Mobile entered into partnership with the company after its 2021 breach. It also works with major banks and governments to work on high-profile attacks involving state actors. Mandiant was previously a part of FireEye after being acquired in 2013, but the company was spun back out last year.

The news comes just a month after Bloomberg reported that Microsoft might be interested in acquiring the company. It said that any deal would enable its new buyer to offer “unparalleled cybersecurity knowledge,” although Microsoft — obviously — subsequently pulled out of negotiations. But Google clearly feels that the deal is worth it, and is the second most expensive purchase the company has ever made, after its $12.5 billion purchase of Motorola.

Microsoft completes its $19.7 billion purchase of voice-tech company Nuance

Microsoft has closed its $19.7 billion takeover of speech-tech company Nuance Communications. It announced the acquisition last April and cleared the final regulatory barrier this week when the UK’s Competition and Markets Authority signed off on the deal. Regulators in the EU, US and Australia rubber stamped the buyout last year.

Mark Benjamin will remain as Nuance CEO, though he now reports to Microsoft Cloud and AI executive vice president Scott Guthrie. The duo wrote in a blog post that Microsoft and Nuance will build on "AI, digital and cloud advancements to create solutions that transform how we – as global citizens – work, shop, bank, engage and receive care." Healthcare will be a major focus of their work.

Microsoft has another massive deal in the works: its proposed $68.7 billion takeover of Activision Blizzard. It expects the deal to be completed by mid-2023 if regulators give the thumbs up.