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Why the U.K. Inquiry Into the Microsoft-Activision Blizzard Deal Didn't Disturb Investors

In this podcast, Motley Fool senior analyst Bill Mann discusses:

  • A U.K. regulatory authority opening an inquiry into Microsoft's deal to buy Activision Blizzard.
  • Amazon's deal to take a small stake in GrubHub.
  • The prospect for more companies (e.g., Salesforce and Atlassian) to take stakes in smaller software companies.

Motley Fool analyst Deidre Woollard talks with Jacob Goldstein -- host of the podcast What's Your Problem -- to talk about his recent interview with Redfin CEO Glenn Kelman, the 3% commission model, and more.

To catch full episodes of all The Motley Fool's free podcasts, check out our podcast center. To get started investing, check out our quick-start guide to investing in stocks. A full transcript follows the video.

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This video was recorded on July 6, 2022.

Chris Hill: Two tech giants are in the headlines, but only one of them is causing ripples in the stock market. Motley Fool money starts now.

I'm Chris Hill, joining me today Motley Fool Senior Analyst, Bill Mann. Thanks for being here.

Bill Mann: How are you, Chris?

Chris Hill: I'm doing well. We're going to start with the CMA, which is not the Country Music Awards.

Bill Mann: That's good because I don't have much to say about that.

Chris Hill: This is the Competition and Markets Authority, which is the regulatory agency in the UK, which has officially opened an investigation into Microsoft's proposed acquisition of Activision Blizzard. They say the initial decision will be issued by September 1st. Microsoft's General Counsel said pretty much everything you would expect, we're going to fully cooperate. We're going to answer their questions. We're confident that the deal is going to go through. Is this a big deal or is this just the anticipated cost of doing business?

Bill Mann: Basically, what's happening is that the European competition authority is worried about Activision joining the platform of the Xbox. In truth, it will have a pretty big impact on the gaming industry, which is a $190 billion industry. It is nothing. Gaming is one of the areas in technology in which Europe and European companies have been very strong. There are a lot of great companies out of Scandinavia. There's Ubisoft in France. There are all gaming companies. This is a big concern for them. You know who's not really reacted very strongly is the stock market.

Chris Hill: I was going to say shares of Microsoft are basically flat.

Bill Mann: Shares of Activision are basically flat. The deal is a cash deal, which means that when the deal goes through, Activision shareholders will get $95 a share. The last time I looked, they were trading at about $78.25. If I do my math tells me is substantially lower than 95. All along, the market has assumed that there would be antitrust issues, and that there was something on the range of an 18 percent chance that the deal would not go through as structured. This is something that everyone expected. The Federal Trade Commission in the US has said they're looking into the deal also and trying to see what the implications are. I'm not saying that this is a nothing burger because it very much, these are the entities that could cause the deal to collapse. But it was 100 percent expected. The reason why I say this is that the market's reaction is telling us that this is true.

Chris Hill: When you're talking about the chance that the deal collapses, is that how we should be thinking about this in a binary way, either the deal goes through or does it, or is there also an option where Microsoft has to make some concessions through the market?

Bill Mann: Yeah. But again, it's a smart question. But if you think about the entity that is impacted the most as far as the market is concerned, it's the Activision share price. They haven't deal for $95 a share, which is what they will get if the deal goes through. Now, it is possible that the deal could be renegotiated if one or more of these authorities with competent jurisdiction, caused them to do so. But that's not active as you Norridge shareholders problems, that's a Microsoft problem. The more important gauge to look at is what the Activision shares are trading at. They haven't moved today on this news. I think that's a pretty important indicator that the people who know have expected activity on both sides of the Atlantic in terms of an anti-competitive investigation.

Chris Hill: Last thing and then we'll move on. Do you anticipate some stock movement on or about September 1st, if the CMA comes out and says we've looked into this, we're satisfied? As far as we're concerned, this deal can go forward. Or they could come out and say, no, we don't like this at all. In that case, do you expect some stock movement?

Bill Mann: Probably. I don't know if you know this Chris. But there has been a pretty volatile stock market year. I don't know if you've paid attention.

Chris Hill: I noticed.

Bill Mann: You've noticed.

Chris Hill: I picked up on that. [laughs]

Bill Mann: Things have been said in your general vicinity that would lead you to believe that that's the case. All of Activision's competitors have seen their share prices come down quite a bit since this deal was announced earlier this year. If it looks like the deal isn't going to go through or is going to take much longer, that also matters in an inflationary environment. Because you would rather have your money today rather than a year from now. I think the stock could go down quite a bit. I suspect what's going to happen by September 1st is that the CMA is going to come out and say, we would allow this deal under the following circumstances. The question to me is not them trying to block the deal, it's that the circumstances would be such that it would no longer make the deal palatable to Microsoft to go ahead and consummate.

Chris Hill: Let's move on to Amazon, which is taking a small stake in Grubhub as part of a deal that will give Prime members food delivery perks as part of their subscription. We are seeing some stock movement with this story shares of Grubhub's parent company, Just Eat Takeaway of 15 percent. On the flip side, Grubhub competitor DoorDash shares down nearly 10 percent.

Bill Mann: It does not like the deal. [laughs]

Chris Hill: DoorDash is not in favor of a tech behemoth taking a stake in one of their competitors. By the way, that's the nightmare that we've talked about for as long as we've been doing this show in any number of industries. It's like, what if insert name of large company, Amazon or Apple or Microsoft, in some cases [Meta's] Facebook. What if this big company decides to enter this space?

Bill Mann: You know how one of the more famous Jeff Bezos quotes is, "Your margin is my opportunity." I think maybe in the time of Andy Jassy, it may be, your loss-making is my opportunity. Because this has been a struggling segment. Maybe there are very low barriers to entry to food delivery. There are thousands of competitors. There are a couple of big ones. But there are regional ones all around the world. There's Grab in Southeast Asia, there's Meituan in China. Are those DEMICON in Japan, there are hundreds and thousands of these. It is a incredibly competitive market. For Amazon, who actually had an Amazon food delivery business up until about three years ago and got rid of it to come back and put this under the framework of Prime. That has to be terrifying to all of these competitors. You see it in DoorDash, but it goes across the board.

Chris Hill: This is interesting to me as an Amazon shareholder because it seems like the way this deal is structured, Amazon will have the opportunity to take a bigger stake. Right now, just two percent of Grubhub. But this seems like something that is worth watching, and at some point, let's say 6,12 months from now, we'll probably get some indication from Amazon as to how they think this is going. Because either they're going to invest more money or they're going to wash their hands off this, aren't they?

Bill Mann: Yeah, and I think this is a really interesting time for companies and JET is one of them, Just Eat Takeaway, I should say, which probably should just go straight acronyms. You have a number of smaller companies and not just in this segment, but also in the software segment, in a lot of other segments that have seen their share prices come down a lot, and you have these cash rich suitors out there, and I would say that Amazon is the top of the list, but you've got Salesforce.com, you've got it last year, and you've gotten Microsoft that are looking at a lot of these businesses thing.

We can pick these up on the cheap so this deal to me in some ways, I don't want to overstate that this is a lifeline to Just Eat Takeaway or to Grubhub. But this is a deal that is being done somewhat under duress for them. They're getting two percent for a de minimis amount of money, and in agreement. They have the rights to get another 13 percent also, for not a huge amount of money, basically the asset value of the company. This is a sign of just how distressed this market is and how much value Amazon can bring to it, and most importantly, that Amazon would be able to wipe its hands if it's not going well and walk away without losing very much at all.

Chris Hill: I hadn't really thought of this before, but you and I talked recently about the environment that we're in, and you just touched on this. The prospect for more acquisitions coming in the second half of 2022, in part because so many companies have had their valuations knocked down, and larger companies can pick them up on the cheap. I hadn't really thought about this move, which is a prelude in some ways, which is, hey, we're not going to buy Grubhub outright, but we're going to take a stake in it and see what we see. It's possible that we see more of this activity as well where it's like we're not buying this software company outright, we are going to take a stake in it though at a lovely valuation as far as we're concerned.

Bill Mann: To me, Chris, I think looking at the share price, responsive DoorDash, and it's only down 10 percent, I would think that you would look at the type of deal that has been struck between Amazon and Just Eat Takeaway and say that that is a dampening indictment on the entire industry and its economic capacity as stand-alone companies.

Chris Hill: Bill Mann, always great talking to you. Thanks for being here.

Bill Mann: Thanks, Chris.

Chris Hill: Redfin is not doing so hot. Shares of the real estate tech company are down 75 percent year-to-date. But despite the stock performance, the business can still tell us a lot about the future of home buying. Deidre Woollard caught up with Jacob Goldstein, host of the podcast, What's Your Problem to talk real estate, the three percent commission model, in his interview with Redfin CEO Glenn Kelman.

Deidre Woollard: I used to work with brokerages and I used to spend a lot of time helping real estate agents position themselves against Redfin and the lower commissions and it wasn't easy. Real estate, just one of those last commission businesses left standing. Do you think the three percent commission is going to continue on?

Jacob Goldstein: In a sense and with respect to all of the work that real estate agents do, it's amazing to me that it has persisted for as long as it has. I think part of it is when people are buying a house up against the price of a house, they forget just how much money three percent is. Or they forget just how big of a difference three percent versus two percent is. It can be tens of thousands of dollars that you're talking about, and so I don't know what's going to happen. I'm surprised that there has not been more change and more innovation in the fee structure for real estate agents. What do you think?

Deidre Woollard: Yeah, I have seen a lot of disruptors come and go, and there's something about the commission business that is just unassailable. I don't know if that's the strength of the National Association of Realtors as a lobbying organization or what, but it just seems to have. It's faced its challenges and Redfin is certainly one of them, but it seems to still be in place.

Jacob Goldstein: The thing weirdly that I think of when I think about it is a wedding. It's this one other instance in your life that it's like pretty much a one-off, maybe you buy a few houses in your life, but it's this weird thing, you're uncomfortable. You don't want to screw it up. It's really expensive. There are all these costs, and you just got a deal like oh, I guess I got to write another thousand dollar check for this thing I don't understand. I do think some of the persistence of what seemed like me frankly to be high fees come from that. That it's not a thing people do very often. It's very scary, and you don't want to mess it up as a consumer.

Deidre Woollard: Yeah, I think the emotion is a big part of it, which is one of the reasons I think it's interesting that iBuying has taken off because it really takes a little bit of that process out of it. Zillow jumped out of iBuying just about as fast as they jumped dumped in. Redfin and I think Glenn Kelman has always been more cautious about it, and one of the things that in your interview with Glenn was, I loved this, that he said that they won't sell to institutional investors. I think that's interesting because as Zillow has sold off their homes, that's one of the things that they've been doing a lot. But is that the right move when there are so many institutional investors that will snap up those homes?

Jacob Goldstein: Glenn Kelman's idea is look, we're buying from people who live in the house, and then we're going to turn around and sell to people who are going to live in the house. We're not creating a shortage. We're not taking supply away from people who want to buy a home and live in it, which seems admirable. It seems like it might get harder to do right now, right this moment when suddenly mortgage rates shot up really fast, demand is going down really fast. Redfin, as of their last quarterly report owned, I think, over $200 million worth of houses, so it'll be interesting to see if they can stick to that in what seems like a really difficult moment.

Deidre Woollard: Yeah, a lot will depend on the market going forward. Glenn Kelman also shared what the funding landscape used to look like for his business on your show, we're going to play a clip of that now.

Glenn Kelman: I was talking to somebody I think representing money on the Middle East, and he said, "Well, we'd have you do some paperwork, and then we'd give you this money, and we wouldn't really need an interest rate. We wouldn't really need an ownership stake in the company." I said, well, why are you giving us this money? He said, "I don't know." I said, well, it's probably not even worth the paper cuts all the diligence you'd have to do, we don't need it. Then he said, "We really wouldn't need to do any diligence either.' I said, OK, this is getting seriously weird. Now, regardless of whether I'm going to take the money, I just want to understand what the heck is going on. Can you please just level with me? That's when he said, "I've got a problem. I'm sitting on this pile of money, I have to deploy it." That was the word that you used. Many sovereign states who have the same issue, they want to put the money into the US because that's considered a safe market, they want to put it into tech because that's sexy and I'm just trying to give you money. It was like he wanted to be relieved of a burden, and then I needed to relieve some of that burden. The reason it's important for iBuying this, but for the longest time, you never could get into the business of being a principal, where you actually own the car on the house that you were selling because it's so capital intensive. Maybe five or ten years ago, Tech just surmounted that huge obstacle.

Deidre Woollard: Why is this a story that you think about all the time?

Jacob Goldstein: I think it's not just about iBuying or even just about real estate. For me, this story explains so much about what has happened much more broadly in the American economy, in particular in technology over the last many years now, maybe not quite a decade, but coming up on a decade, this tsunami of capital that just came in. I mean, if you think of SoftBank is maybe another example, this mega venture capital fund that took what people used to do in 10X or a 100X, and was just throwing billions and billions of dollars at start-ups basically. In many ways, I think defined this economic era that we have been living through and that might be changing right now. Glenn first told me the story a couple of years ago and I've thought of it and thought of it and now it's like, is that era over? Is that era we were living through done now? I don't know yet.

Deidre Woollard: I love that you've referenced SoftBank there because I think that's an interesting example of the way a narrative has changed, that the narrative for SoftBank used to be, this is just genius decision after genius decision. Now the narrative is like, look at that, they flew too high, they put too much into many places in too many bets. Narrative shift really fast and the housing narrative is shifting really fast. I've been watching existing home sales numbers pending home sales numbers just came up recently, they're down, and there's a lot of talk about a housing bubble or a housing crash, I don't see a bubble, I don't see a crash, but I can tell that Glenn Kelman is preparing for that bumpy whether. How concerned should we be as investors and as homeowners?

Jacob Goldstein: I just bought a house last year for more money than I thought I'd ever spend on anything in my life. I plan to live here for a while. I was able to put a significant amount of money down. I plan to live here for many years, and so for those reasons, I'm not acutely worried, and I do think there are some comfort to be had in the fact that there are a lot of homebuyers like me. One of the things I asked Glenn in our interview on the show was, is this 2008? I'm old enough to remember that and we get scared about the housing market, and I go to the extreme, I be like, is everything going to blow up? He said very clearly, no, because most of the people buying houses now a, have equity lending standards that have remained much tighter than they were going into that blow-up in 2008, and it's largely homeowners who are living in the houses. I'm not afraid of a 2008-style blow-up, but it seems very reasonable that home prices could fall. They've gone up so much, I mean, a wild amount in the last two years. For home prices to go down a little bit now would seem unsurprising to me. I mean, what do you think?

Deidre Woollard: It has been a run-up really, since the end of the great financial crisis in 2011. Now, I believe the NRO numbers, it's about 120 months, something like that. It's been a long run. I think it's interesting too in your interview, Glenn also explains one significant way that the housing market has changed since his parents' generation?

Glenn Kelman: Now I think the housing market has more characteristics in common with the stock market. Part of that is because there's so much institutional activity in the housing market. Part of it is because there are also these platforms that provide much faster liquidity, much faster price discovery. When we have a problem selling a house, we don't wait two months to come to grips with it, we mark it down right away and everyone else on that block is disappointed that we move so quickly. But apart we're trying to stay ahead of them.

Deidre Woollard: What do you think this move toward a faster housing market means for homeowners?

Jacob Goldstein: Well, that's an interesting question. There's that moment when he talks about they're going to turn around and sell houses fast. That again was a striking thing to go back to the financial crisis. It took a while and people were holding onto their houses and it was a less liquid market. I do think if home prices are more like the stock market, it's scary in that, that sounds more volatile. I don't particularly want the housing market to be more volatile. On the other hand, price discovery is good. It's useful when buyers and sellers find the market-clearing price quickly. It provides everybody else on the block information, even if it's information they don't want that their house is worth less than they thought, and so at some level, more liquidity in a market is useful. It just means you get the bad news faster than you otherwise would sometimes.

Deidre Woollard: Last question for you, which is, we've got so many disruptors, we've got the online brokerages, I wonder if it has fundamentally changed how people buy and sell. To me, it still seems like the same experience. What do you think?

Jacob Goldstein: It seems like there are pockets where it's changing more. I know Phoenix is a very popular city for iBuying. I think the housing stock is easier for algorithms to price there, I think that's a piece of it, and I think there are places where you're starting to see a change. It seems likely, and this is just an intuition, but I do feel younger people, as they get old enough to buy houses, I feel like surely they'll be ready to try something new. Maybe I'm wrong. Maybe people say that every five years or something, but I do feel like people who do everything on their phone would be comfortable buying a house on their phone in a way that somebody who is 50 or 60 would not be. I'll be really interested to see what happens in four years, five years.

Deidre Woollard: Me too. Well, Jacob, thank you so much for your time. A reminder that the complete interview Glenn Kelman is on the podcast, What's Your Problem? Thank you.

Jacob Goldstein: Thank you. [laughs]

Chris Hill: As always, people on the program may have interest in the stocks they talk about and The Motley Fool may have formal recommendations for or against, so don't buy or sell stocks based solely on what you hear. I'm Chris Hill. Thanks for listening. We'll see you tomorrow.

John Mackey, CEO of Whole Foods Market, an Amazon subsidiary, is a member of The Motley Fool’s board of directors. Randi Zuckerberg, a former director of market development and spokeswoman for Facebook and sister to Meta Platforms CEO Mark Zuckerberg, is a member of The Motley Fool's board of directors. Bill Mann has positions in Atlassian. Chris Hill has positions in Activision Blizzard, Amazon, Apple, Atlassian, and Microsoft. Deidre Woollard has positions in Apple, Meta Platforms, Inc., Microsoft, Redfin, and Zillow Group (A shares). The Motley Fool has positions in and recommends Activision Blizzard, Amazon, Apple, Atlassian, DoorDash, Inc., Grab Holdings Limited, Meta Platforms, Inc., Microsoft, Redfin, Salesforce, Inc., SoftBank Group Corp., Zillow Group (A shares), and Zillow Group (C shares). The Motley Fool recommends Just Eat Takeaway.com N.V., Softbank Group, and Ubisoft Entertainment and recommends the following options: long March 2023 $120 calls on Apple, short August 2022 $13 calls on Redfin, and short March 2023 $130 calls on Apple. The Motley Fool has a disclosure policy.


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