Microsoft first reached out to game publisher Activision Blizzard about a possible tie-up the same week a media report landed asserting that Activision CEO Bobby Kotick had known for years about alleged cases of sexual assault at the company, according to a regulatory filing released on Friday.
The filing indicates that the companies began negotiations in November, two months before agreeing to a $68.7 billion deal that would be the largest purchase ever for a U.S. technology company. For Microsoft, the timing was opportunistic.
On Nov. 16, the Wall Street Journal reported that women had accused Kotick of mistreatment. While he knew about allegations of misconduct, he didn’t share all the relevant information with the company’s board, the Journal said.
Activision shares sank 11% in the four trading days after the story. That’s when Microsoft called, the new filing with the SEC shows.
Kotick told employees in a video message that the Journal’s reporting included “an inaccurate and misleading view of our company, of me personally, and my leadership.” Prior to that, a California state agency had filed suit against Activision Blizzard over what it described as a sexist culture.
Phil Spencer, Microsoft’s head of gaming, addressed the harassment issue internally, because of the company’s existing relationship with Activision, according to a Bloomberg story on Nov. 18. The next day, Spencer told Kotick, while speaking on “on a different topic,” that Microsoft wanted to talk about strategic opportunities between the two companies, according to the filing.
On Nov. 20, Microsoft CEO Satya Nadella told Kotick on a call that he wanted to explore an acquisition, the filing said.
Initially, Microsoft was looking at an offer of $80 per share. That’s what Spencer relayed to Kotick and Activision Chairman Brian Kelly on Nov. 26. The price would have represented a premium of almost 32% to the prior day’s close.
Negotiations evolved, and the two sides ultimately agreed on a price of $95 per share, which Microsoft announced on Jan. 18. Activision Blizzard stock closed at $81.05 per share on Friday.
Kotick reached out to a handful of other companies before the announcement, the filing said. Kelly also received an email from a person, not named in the filing, who expressed interest in a purchase of the Blizzard segment or a move to take part or all of Activision Blizzard private.
Microsoft expects to complete the transaction in the fiscal year ending June 30, 2023. The deal could help Microsoft add customers to Game Pass, its service for accessing hundreds of games on Xbox consoles and PCs.