The FTC and DOJ Antitrust Division are looking at possible changes to Hart-Scott-Rodino (HSR) Act implementation, FTC said Monday, announcing an NPRM and Advance NPRM to be published in the Federal Register. It said the NPRM suggests proposed transaction filers disclose more information about their associates and exempting the acquisition of 10% or less of an issuer's voting securities. The ANPRM seeks information on such topics as the size of the transaction and routes for avoiding the HSR Act requirements. The FTC said the vote to publish the ANPRM was 5-0. The NPRM vote was 3-2, with Commissioners Rohit Chopra and Rebecca Kelly Slaughter dissenting. Chopra said the exemptions provisions are concerning because the FTC "will completely lose visibility into a large set of transactions involving non-controlling stakes." Slaughter said the expanded de minimis exemption is a "broadening of the black box of unseen transactions," and the proposed changes could have unforeseen effects on corporate governance. DOJ antitrust chief Makan Delrahim said he backs creating an exemption for certain de minimis investments of 10% or less "to address the regulatory burdens of an overbroad HSR requirement for certain minority investments that do not raise competition concerns.” DOJ said the agency was particularly interested in feedback on the NPRM on removing the director/officer and vendor/vendee carve-outs.
Microsoft will pay $7.5 billion cash for ZeniMax Media and its Bethesda Softworks, said Microsoft Monday. Bethesda “brings an impressive portfolio of games, technology, talent, as well as a track record of blockbuster commercial success, to Xbox,” it said. It expands Microsoft’s “creative studio teams” to 23 from 15 and enables Microsoft to bring Bethesda's franchises to the Xbox Game Pass subscription service the same day they launch for the Xbox console or PC, it said. The transaction is expected to close in the second half of fiscal 2021 ending late June.
Comments are due Oct. 2, replies Oct. 9 on a request the FCC sign off on GCI Liberty being folded into Liberty Broadband under Communications Act Section 214 (see 2008310050), said a Wireline, Wireless, Media and International bureaus' public notice Friday.
The Economics Bureau is expanding its merger retrospective program, the FTC announced Thursday. The bureau will address antitrust questions not “extensively studied in previous retrospective merger analyses” and will expand to analyze industries “not already studied,” it said. Initiatives include an annual report on lessons from retrospective studies, the agency said. It will evaluate price pressure “measures that have been proposed for evaluating horizontal mergers, vertical mergers, and full-fledged merger simulation.” It plans to devote major conference sessions to the topic.
Intelsat asked the FCC to approve transfer of control of Gogo's licenses to it as part of its planned $400 million buy of Gogo's commercial aviation connectivity business (see 2009010001), in an International Bureau application Tuesday.
Buying Tracfone is the right move and Verizon is likely to make major improvements to the brand (see 2009140052), GlobalData’s Tammy Parker wrote Tuesday. “Verizon has long needed a secondary brand and value proposition that it can use to serve the prepaid wireless market without cannibalizing its premium flagship brand,” she said: “AT&T has Cricket Wireless and T-Mobile has Metro by T-Mobile. Verizon will gain a substantial base of prepaid subscribers acquired from Tracfone, making it the largest US prepaid service provider.” GlobalData estimates the prepaid penetration in the U.S. wireless market is 26%.
Nvidia’s $40 billion agreement to buy Arm from Softbank (see 2009140053) “positions us in the right way for the next wave of computing” in the age of artificial intelligence, Nvidia Chief Financial Officer Colette Kress told a Deutsche Bank virtual conference Monday. Nvidia hopes to expand Arm’s patent portfolio into large “end markets,” including mobile and PCs, and to “turbocharge” the pace of Arm’s server CPU road map, she said. “This gives us the ability to reach even a larger overall developer community.” Nvidia estimates 20 billion devices with Arm-licensed technology are used globally, said Kress. Nvidia hopes it can win regulatory approval in “under 18 months,” she said. “I think the overall regulatory process will move through quite well. We believe the deal, in total, is pretty much pro-competitive.”
Oracle was silent Monday about its status as the likely buyer of TikTok’s U.S. business after Microsoft disclosed that TikTok parent ByteDance rejected its offer. Oracle CEO Safra Catz put TikTok questions off limits at the very top of her fiscal Q1 call last week. Treasury Secretary Steven Mnuchin confirmed on CNBC Monday that the Trump administration got "a proposal over the weekend" for making Oracle TikTok's "trusted technology partner, with Oracle making many representations for national security issues." The proposal includes the "commitment to create TikTok Global as a U.S.-headquartered company with 20,000 new jobs," he said. It will be reviewed this week at the Committee on Foreign Investment in the U.S. before a "recommendation" is made to President Donald Trump, he said. Microsoft was confident its proposal “would have been good for TikTok’s users, while protecting national security interests,” said the company Sunday. “We would have made significant changes to ensure the service met the highest standards for security, privacy, online safety, and combating disinformation.” Trump’s Aug. 6 executive order bans transactions with ByteDance and WeChat parent Tencent after Sept. 20 if their U.S. operations aren’t sold to American partners (see 2008070032). ByteDance and TikTok sued Aug. 24 to block the EO (see 2008240047).
Nvidia agreed to buy Arm from SoftBank for $40 billion in cash and stock. SoftBank would retain ties to Arm through a less-than-10% stake in Nvidia. Nvidia is positioning the acquisition as an artificial intelligence play: “AI is the most powerful technology force of our time and has launched a new wave of computing,” said CEO Jensen Huang Sunday. Combining Nvidia’s AI computing capabilities with the “vast ecosystem” of Arm processors can advance computing across the cloud, smartphones, PCs, self-driving cars, robotics and edge IoT devices, he said. U.K.-based Arm will remain headquartered in Cambridge, said Nvidia, which plans to expand the site with an AI research facility supporting developments in healthcare, life sciences, robotics and self-driving cars. Arm and Nvidia see “ubiquitous, energy-efficient computing” addressing world issues such as climate change, healthcare, agriculture and education, requiring new approaches to hardware and software, said Arm CEO Simon Segars, who will join Nvidia. The deal needs approvals by the U.K., China, EU and U.S. Nvidia expects the transaction to close in about 18 months. Nvidia shares closed 5.8% higher Monday at $514.89.
U.S. antitrust agencies won't challenge OneWeb's purchase by the consortium of the U.K. government and Bharti Global as part of its bankruptcy reorganization, per an early termination notice Friday. It was released Tuesday.