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Detailed Summary of Chile's Approval
Decision from Fiscalía Nacional Económica (FNE) in Chile regarding the acquisition of ABK by MS: approved without remedies.
From their own perspective, it takes into account arguments used by the CMA or the FTC about the acquistion.
SUMMARY:
Jurisdictions reviewing the deal (page 2)
Australia, New Zealand, China, Japan, South Korea, Turkey, South Africa, Canada, the United Kingdom, the European Union and the United States.
Transaction has been approved in Brazil, Serbia, Saudi Arabia (and Chile).
So I guess that numbers 16 and 17 will be Israel, Colombia, Mexico, Argentina or India (but only if the deal goes through).
Third parties contacted during the review process (page 2)
- Local video game development companies (IguanaBee, Critical Failure, Smarto Club)
- Sony Interactive Entertainment
- Electronic Arts
- Ubisoft
- Wild Fi to Trade
- Chilean Association of Professional Video Game Developers
- Nexoplay
- Chilean Association of Video Game Developers
Survey to Chilean players (page 2)
The FNE conducted a survey to gather information on preferences and consumption patterns of Chilean video game players with the goal to analyze the effects of the transaction on competition.
The Survey was carried out in order to obtain information related to ABK's most popular franchise, Call of Duty. As the Division has done in previous investigations, in the preparation and implementation of the Survey, the guidelines of the Competition and Markets Authority of the United Kingdom were followed, as established in its guide of May 2018, on "Good practice in the design and presentation of customer survey evidence in merger cases". In light of the above, the questionnaire included in the Survey was previously shared with the Parties to the Transaction. The Survey was conducted online, through the Zoho Survey platform and was answered by 667 players.
Relevant markets (pages 5 - 14)
The FNE considers that it's better to analyse video game development and publishing as different activities to not dilute the presence that large publishers have in the development process.
Segmentation by platform: mobile, computer and consoles. In any case, the effects of the transaction were also be analysed considering computers and consoles together.
Segmentation by video game genre: in an expected turn of events, the FNE adopted the narrowest plausible market segmentation that could maximise the effects of the transaction, and analysed its effects on competition based on the distinction by video game genre (remember this paper from the early days of the OT? :p).
Segmentation by type of video game: for example, premium or "AAA", casual, stand-alone, browser, free-to-play, freemium and on social networks. The FNE says that this categorisation is not commonly used in the industry and has not been used in comparative jurisprudence to determine plausible alternatives for the relevant product market. Additionally, in this particular case, most of the games of the shooter genre considered important correspond to the AAA type, adding nothing to the definition of the market.
Therefore, this segmentation is not used (this segmentation was used by the FTC).
Latin American region (without Brazil) was considered as the relevant geographic market.
Distribution of video games: without segmenting between physical and digital distribution, but considering, separately, the distribution for each
type of device (mobile, computer and console).
Latin American region (without Brazil) was considered as the relevant geographic market.
Video game hardware: computers, consoles or mobile devices. In any case, although the differences between video games for computers and consoles have been blurring, some differentiation persists that could indicate that they constitute separate markets. Therefore, all the alternatives were analysed, leaving the definition of the market for the product open.
Latin American region (without Brazil) was considered as the relevant geographic market.
Sale of merchandising: only the merchandising segment linked to video games.
Chile was considered as the relevant geographic market.
Digital graphic advertising: the advertising incorporated within video games or in-game is not distinguishable from other forms of digital display advertising. Therefore, the relevant market was considered digital display advertising, but leaving the definition open, as it didn't affect its conclusions.
Chile was considered as the relevant geographic market.
Cloud gaming from MS not coming any time soon to Chile (page 8)
However, according to what was declared by the Parties, cloud gaming is not available in Chile, nor is it projected to be available in the term.
Additionally, of the documents reviewed during the Investigation, number XXX follows that [Confidential].
Latin American market (excluding Brazil and Mexico) likes RTS, RPG and PVP (pages 12-13)
In LATAM (excluding Brazil and Mexico), players favor video games for mobile devices, with the most popular games being those of the midcore type and belonging to the RTS & RPG genres. It is also identified that players from said region have a great affinity for midcore games that contain relevant competitive elements of the player vs. player type. All of this differs from the specific patterns and trends identified for other geographic areas.
Shooter and sports are the the two genres with the highest profits in Latin American market (excluding Brazil) (page 13)
In Latin America, without considering Brazil, the two genres with the highest profits are shooter and sports. The Shooter genre represented [30%-40%] of revenue in Latam in 2020, followed by the Sports genre with [20%-30%].
In Asia, the Shooter genre represents [30%-40%] of revenue followed by Action Adventure with [20%-30%]. The RPG genre accounts for [10%-20%] of revenue in the Asia region. This genre represents less than [0%-10%] of income in the rest of the regions.
Finally, in the Oceania region, the Shooter genre represents [40%-50%] of the revenue for 2020, followed by Action Adventure with [20%-30%].
Source: Nielsen database.
The importance of Call of Duty in LATAM vs the rest of the world, by monthly active users (page 13)
In the LATAM (without Brazil), within the top 20 most played video games, there is only one Call of Duty title, positioned in sixth place on the list. Then, in Latin America considering Brazil, within the top 20 most played games, two Call of Duty titles appear, which are positioned in first and sixteenth place on the list for that region.
In contrast, in Europe and North America three Call of Duty titles appear in the top 20 games with the highest number of monthly active users. In fact, in North America, Call of Duty franchise titles rank first and second as the video games with the highest average monthly active users for the year 2020.
In short, it is clear that, for example, the franchise titles Call of Duty are much more popular in regions like Europe and North America, compared to Latin America. See Nielsen Base.
MS/ABK aren't that big on mobile (page 15)
Additionally, regarding mobile devices, it should be considered that the video game development and publishing market is made up of different players, where Tencent is the competitor with the largest market share, both locally and globally, with a share close to 10% On the other hand, despite the fact that the Parties develop popular video games for mobile devices, such as Candy Crush Saga, Call of Duty: Mobile and Minecraft", their combined market shares do not exceed [0%-10%] locally (Chile) and they only reach [0%-10%] worldwide.
Furthermore, for mobile devices in Chile, four different versions of Candy Crush capture [70%-80%] of the revenue generated by ABK's top 10 video games by revenue.
While, on the Microsoft side, Minecraft captures [90%-100%] of the revenue generated by the top 10 video games in Chile.
MS/ABK marketshare by video game genre (page 16)
This Division has estimated the market shares of the Parties in the genres in which they overlap. Based on the income registered in the Nielsen Base, it has been found that, in Latam, the Parties overlap in the genres called Action-Adventure (0-10%), Racing (10-20%) and Shooter (20-30%).
From the analysis of the table above, it can be seen that the participation of the entity resulting from the Operation would only exceed 20% in the Shooter genre. However, Microsoft has a market share of XXX that marginally increases ABK's current situation. Consequently, in none of the exposed cases would the concentration thresholds established in the Guide be exceeded.
The risks in the digital distribution market could be overestimated (page 17)
Post transaction, MS/ABK would have a marketshare of 20-30% in Chile and 10-20% globally in the digital distribution of games for PC. Although those percentages are above the legal thresholds, the FNE believes that the transaction is not capable of substantially reducing competition in this segment for different reasons:
1) The alternative of segmenting between physical distribution and digital distribution has not been recognised in comparative jurisprudence, both forms of distribution would be interchangeable with each other, and would not influence purchase and purchase decisions. consumer game.
2) The Parties do not participate in the physical distribution of video games.
3) Therefore, focusing the concentration analysis exclusively on digital distribution would imply overestimating the relative size of the resulting entity, by excluding those actors who —participating in physical distribution— exert competitive pressure on it greater than that which, from their mere participation in digital distribution, could be induced.
4) In the market for the distribution of video games for computers, it is observed that various competitors of the Parties operate:
Epic had a market share of [0%-10%] in Chile. In addition, Tencent expanded its distribution store to the west in 2019 and, by 2021, it had a [20%-30%] stake in Chile.
5) It should be noted that ABK distributes almost all of its content through its own online distribution store, Battle.net. In this regard, the Parties have a differentiated offer in terms of the specific content that consumers ultimately acquire, in a market currently led by the Steam platform, owned by Valve Corporation. The latter is consistent with what is reflected in internal documents of the Parties, in which Steam's leading position is recognised.
In conclusion, it is possible to rule out that the completion of the transaction may generate risks derived from the horizontal relationship that is generated between the Parties in the distribution market for computer video games.
No risk of this being a tipping point acquisition (page 20 and 30-31)
The analysis indicated makes it possible to rule out the risk of tipping (i.e. that once a certain scale of operation is exceeded, the markets tend to concentrate and eventually close under a single actor or a dominant one).
Regarding the risk in the commercialisation of new generations of consoles, it is possible to rule out the possibility of tipping as a result of the lack of ability and incentives to determine exclusivities or partial blockades of the portfolio of ABK video games by MS.
In relation to subscription services, there are elements that make it possible to rule out the possibility of tipping: 1) there are other video games that are relevant to consumers, especially in LATAM; 2) the players in this market offer highly differentiated services (including Sony and EA); and 3) each actor through its differentiation policies can capture the preferences of a certain market segment and avoid its monopolisation.
Call of Duty is not an essential input in LATAM (pages 22 - 25)
ABK is one of the main game publishers, exhibiting several AAA-type video games. However, ABK is under competitive pressure from other publishers who also have a significant AAA portfolio in number and importance: Electronic Arts, Take Two, Ubisoft and Epic Games.
The importance of these developers is evident when reviewing internal documents of the Parties and third parties collected in the framework of the Investigation. Thus, the Electronic Arts annual report for the year 2022 recognizes a significant degree of competition coming mainly from the companies mentioned above. Likewise, Electronic Arts points out that the entry of new actors is possible:
"We face significant competition from companies such as Activision Blizzard, Take-Two Interactive, Ubisoft, Epic Games, Tencent, NetEase, Netmarble, Warner Brothers, Sony, Microsoft, and Nintendo, primarily when it comes to game development. and services that work on consoles, PC and/ or mobile devices... We also continue to wait for new competitors to emerge".
To the competition imposed by the aforementioned developers, is added that exerted by console providers: Sony and Nintendo, with video games developed by their own studios. The Investigation realises that among Sony's most popular video games are The Last of Us, God of War, Ghost of Tsushima, Marvel's Spider-Man and MLB The Show franchises, all exclusive to their platforms (there is a redacted note regarding this sentence, I guess that it's about MLB The Show). In the case of Nintendo, the most popular video games developed by that company correspond to Animal Crossing, Super Mario Bros and The Legend of Zelda, which are also exclusive video games for Nintendo platforms. Microsoft appears in tenth place on the list of AAA video games with the highest revenue, among others, with exclusive titles for Xbox such as Forza and Gears of Wars.
In this sense, although Electronic Arts remains the most important developer, its relevance is increasing in this region, representing [20%-30%] of the total revenue from digital sales compared to [10%-20%] of global level. Likewise, Epic Games is positioned in second place in the ranking and ABK remains in third place, although its participation decreases compared to the world average. As a whole, the top seven developers concentrated [70%-80%] of the total digital sales of games for consoles for Latam.
The FNE reviewed the main indicators that the industry usually monitors to measure the success and importance of its titles. These indicators are related to monetary success, measured by the total revenue generated by each title; recognition, measured by the average monthly number of active users; and loyalty, measured by the hours spent playing each video game.
Based on this analysis, the FNE was able to conclude that, globally, ABK's main franchise, Call of Duty, including its various titles, is among the leading video games currently available. However, at the Latam level (excluding Brazil), its relevance is comparatively less, according to the indicators indicated above.
Regarding monetary success, in 2020 and globally, Call of Duty was among the top ten video games with the highest revenue generated on consoles with two of its titles: Call of Duty: Modern Warfare and Call of Duty: Cold War Black Ops. However, the sum of the revenue generated by these two titles did not exceed the main title on the market, Fortnite.
The same occurs when Microsoft and Sony platforms are analysed separately, with Fortnite being the most successful franchise for Xbox and FIFA in the case of PlayStation. Therefore, the income analysis would show the presence of other players in the market with equal or greater importance than the Call franchise. of Duty for console bidders.
Additionally, the analysis of the income generated in consoles for the year 2020, by region, would show that in Latam Call of Duty generates comparatively less revenue than other continents. In parallel, in this region, Fortnite accounts for a higher proportion of total revenue compared to all other regions globally.
Chart of marketshare of the main franchises in total revenue on consoles by region (2020)
The importance of Forfnite, particularly for LATAM, is further accentuated when examining the recognition and loyalty indicators. Indeed, when comparing the monthly average of active users in each region, Latin America —along with Asia— are the only regions in which Call of Duty is not listed as the main franchise. Instead, it is Fornite the title that is positioned as the first preference of the players.
As for video games under the shooter genre, globally Call of Duty is listed as the franchise with the highest number of active users for the year 2020, followed by Fortnite, Tom Clancy's series and Apex Legend. On the contrary, and consistent with the other indicators analyzed, in Latam Call of Duty does not lead the segment, but is only listed as the third most important franchise, after Fortnite and Apex Legend.
Fortnite is massive for Xbox (page 24)
Fortnite is the title [Confidential] on Xbox consoles in the year 2021.
On the other hand, FIFA, Call of Duty and appear on the list with two titles each. The list of the main video games for the Xbox platform is completed with Apex Legends, Minecraft and Grand Theft Auto. However, Fortnite outperforms all of the aforementioned titles in revenue, even when the revenue from the various titles in each franchise is added together.
The relevance of Call of Duty has been decreasing since the release of Fortnite (page 25)
Indeed, when the evolution of active users from 2009 to date is analyzed, as indicated in the chart, it is observed that Call of Duty was listed as the main video game franchise, until the launch of Fortnite in 2017, an event that seems to have a direct impact on the evolution of active users from Call of Duty. This has been acknowledged by [Confidential] who notes that [Confidential] .
Average monthly active users in LATAM for the main shooter video game franchises for consoles (2009-2021)
The analysis of the FNE shows that, although the entity resulting from the transaction would become one of the main video game developers globally, in LATAM there are other players with an important presence in the market, which offer high-level titles of recognition and loyalty on the part of consumers, and that could act as a counterweight.
Indeed, the information collected in the framework of the Investigation allows the FNE to conclude that, in LATAM, consumption patterns and preferences are evident that, to a large extent, differ from the global average. Thus, in this region, once the transaction is perfected, the Parties would not achieve sufficient market power to implement a strategy for blocking inputs successfully. The foregoing, given that, although the franchises marketed by them are relevant, consumers would tend to favor video games other than these.
MS' response to the Issues Statement from the CMA back in October said this:
Sony was not foreclosed when Call of Duty was exclusive to Xbox: There is no indication, based on Call of Duty's prior history of differentiation between versions of Call of Duty on Xbox and PlayStation, that this could in any way affect rival consoles' ability to compete effectively. Sony's share of console sales grew in the period from 2005-2015 when Xbox had certain exclusive rights to Call of Duty content. There are many more popular games available in the market in 2022 than there were between 2005 and 2015 (including Fortnite, PUBG, Apex Legends, Elden Ring and many others). If anything, Call of Duty's importance as a franchise was greater in 2005-2015. When Xbox decided not to continue with the Call of Duty co-marketing agreement in 2015, it simply found other ways to market and promote its platform. Sony, as the market leading console with an extensive first-party and third-party exclusive game catalogue, is even better placed to do the same.
The graphic seems to corroborate that argument: when COD had an exclusive agreement with Xbox (2005-2015), it was more relevant (and had less competition) than right now.
Call of Duty makes too much money from Sony to make it exclusive (page 27)
The information collected in the Investigation allows us to affirm that the income generated by the Sony console in ABK are relevant, and that said relevance would discourage a strategy of blocking inputs. As a first precedent, we can consider that PlayStation is the console that generates the highest income for ABK, doubling in 2021 the income generated in its favor by Xbox consoles. The results are similar when looking at revenue for the Call of Duty franchise. In this case, PlayStation represented [20%-30%] of the revenue generated in 2020 compared to [0%-10%] of Xbox.
The importance of Sony is even more evident when the most successful Call of Duty title in 2020 is analyzed, this is Modern Warfare. For this title, PlayStation represented [50%-60%] of revenue. The rest of the revenue is divided between computers ([20%-30%]) and Xbox ([10%-20%]). This demonstrates the importance of the Sony console in ABK's profits and how important the loss of income that would cause a blocking of supplies to the detriment of Playstation would mean for that company.
The importance of the Sony console for ABK is also evident in [Confidential] internal documents, which mention [Confidential] in marketing, and account for ABK's intention [Confidential]. Along the same lines, these documents account for the impairments that [Confidencial] would imply.
The incentives to deploy an input blocking strategy are also affected by the significant investments made during the course of the game's development, in adjustments aimed at meeting the technical specifications of the consoles. Therefore, for the FNE it is evident that a possible blockade of PlayStation would imply the loss of all the investments made years in advance to adapt the next releases of titles to the PlayStation console.
From all of the above, it can be observed that there would be a kind of interdependence between Sony and ABK, an element that would reduce the incentives of the Parties to generate a total blockade of inputs.
Only 22% of Chilean players would abandon Playstation if COD becomes exclusive to Xbox (page 28)
A partial lockdown scenario (less features and a delay release, for example) might be unlikely too, if a low number of players are willing to migrate from PlayStation to Xbox as a result of the lockdown. In this sense, the results of the Survey – implemented by the FNE to Chilean video game consumers – shed light on the willingness of players to change their device, given the supposed unavailability of Call of Duty on Sony consoles. The data from the Survey shows that 61% of console players, faced with a scenario of unavailability of Call of Duty, would opt for a different video game, and only 22% would opt to switch to another device. 18% of the players said that they would not have played any video game.
Regarding computer gamers, 18% chose to change the device, 62% opted for a different video game and 21% would not have played any video game.
In turn, it is important to review whether this critical mass of players has the possibility of multihoming (the use by a player of different consoles to play video games), which would reduce the positive effects of migrating to Xbox to play video games of ABK, in response to the indefinite unavailability of this franchise on Sony consoles.
However, the Survey shows that multihoming between different consoles is not a common practice among them. In this sense, the Survey showed that only 14% of gamers own more than one video game console, a situation that cannot be replicated (with respect to computers).
Another element that is relevant to consider in the analysis is the growing popularity of the modality of cross-play. Documents from the Parties and from third parties show that the cross-play modality is becoming increasingly important and is an element that is highly demanded by consumers.
The FNE considers that deploying a potential strategy of partial or total blocking of PlayStation would imply, in a certain way, contravening the trend towards which the market is projected, and would generate deviations towards competing video games that do include this modality. The importance of crossplay for Call of Duty players is confirmed, for local consumers, in the results of the Survey, which indicates that 72% of Call of Duty players on consoles consider this modality as a relevant factor for choosing their primary device.
Grand Theft Auto is more essential than COD to Chilean Call of Duty players (page 29)
To the question: "Based on your experience as a video game player, rate the following contents from essential to highly dispensable", 65% considered the title Grand Theft Auto essential or not dispensable, and 62 % expressed such opinion regarding Call of Duty.
It should be noted that these results are even more telling, considering that the respondent base was made up of Call of Duty players and not necessarily Grand Theft Auto players.
Thus, the importance of Gran Theft Auto could be underestimated in view of those who make up the Survey sample.
Nintendo is not their own market (page 30)
Furthermore, the situation of Nintendo is especially illustrative, since it does not offer titles from the Call of Duty franchise and, in any case, has managed, through a differentiation strategy, to position itself as the most commercialised console in Chile.
The market worldwide, including Chile is highly concentrated and, as has been stated, it only has three players that capture practically all of it Nintendo, Sony and Microsoft. However, it must be considered that, in this segment, there is leadership from Sony, worldwide, and from Nintendo, locally.
Cloud gaming is not their own market, it's part of subscription services (page 30)
It should be noted that Microsoft offers cloud gaming services through its Game Pass Ultimate subscription platform. For this reason, from now on it will be understood that cloud gaming is part of the subscription services and they will be analyzed together. Hereinafter and unless otherwise indicated, references to subscription services include cloud gaming.
In 2021, Xbox was second in Chile (page 32)
The available information shows that, in 2021, Xbox, locally, was the second most relevant console in terms of sales in Chile, after Nintendo, and the third globally.
