Through time, a small number of tech companies; Facebook, Google, Amazon, Microsoft, etc., have amassed much of the share of their respective markets. Regulators mostly gave them a pass as they acquired smaller rivals, but now those days may be over. Parmy Olson reports in Bloomberg:
For years, Facebook and other large technology companies grew into vast digital conglomerates by making so-called killer acquisitions, small deals for companies that could one day pose a competitive threat. Internal emails between executives at Facebook show Chief Executive Officer Mark Zuckerberg and his executive team were quaking at their keyboards in 2012 as they watched WhatsApp grow to dominate the market for messaging apps and “become the biggest threat we’ve ever faced.” Two years later, Zuckerberg swooped in with a $19 billion offer that was too good for WhatsApp’s founders to refuse.
But those days are done. Even acquisitions of smaller companies, including Facebook’s $315 million purchase of Giphy, a GIF search tool, in 2020, are now under threat of being unraveled. On Tuesday, the U.K.’s antitrust watchdog ordered Facebook’s newly branded parent Meta Platforms Inc. to sell Giphy, marking the first time a global regulator has forced a large technology company to reverse a completed deal. Facebook has said it will appeal the decision.
On its face, it looks as if the U.K. is overreaching on a big old nothingburger. Neither company is based on British soil, and really, who cares about GIFs?
But Facebook is the world’s biggest social media company and Giphy is the world’s biggest provider of GIFs. Inane as they can be, GIFs have become the social fuel of platforms like Facebook, WhatsApp, Slack Technologies and Twitter Inc. and a critical part of the digital vocabulary of younger consumers.
Bear in mind that no one truly knew how big Instagram was going to get when Facebook bought it for $1 billion in 2012. The U.K. agency said it was killing the deal because in the future it could “harm social media users and U.K. advertisers.” That marks a big shift in how it scrutinizes tech deals. The U.K. Competition and Markets Authority, or CMA, revamped the way it assessed digital deals earlier this year, and in two key ways:
- It would start looking at how competition could be warped in the future, not just in the past. This meant, for instance, that the regulator spent more time looking at Giphy’s future plans for display advertising than it otherwise would have.
- It shouldn’t err on the side of clearing a merger if there was uncertainty around how big a digital company could become.
Why the change? The previous guidelines were 10 years old and in desperate need of updating. Several independent reviews and academic studies, including a landmark 2019 report by Harvard University economist Jason Furman for the U.K. government, found chronic under-enforcement by antitrust regulators. In the 10 years to 2018, for instance, the world’s five biggest tech companies had made more than 400 acquisitions, with few scrutinized and none blocked, according to Furman’s study. Tech companies were moving too quickly, and antitrust authorities were dithering.
