Expect a 6 month freeze on Facebook’s Instagram acquisition | Hacker News Reader

Expect a 6 month freeze on Facebook’s Instagram acquisition

gigaom.com

44 pointsmarkerdmann28 comments

Well, sure. This FTC-imposed delay is standard operating procedure for almost every large tech company acquisition in the United States.

Some recent examples on the Google side:

AdMob - announced November 9th, 2009, FTC approval May 21st, 2010

ITA - announced July 1, 2010, FTC approval April 8th, 2011

AdMeld - announced June 13th, 2011, FTC approval December 2nd, 2011

(Each of those acquisitions were for less than Facebook's paying for Instagram, although the decision to investigate isn't just based on money.)

This is why large acquisitions usually include a breakup fee in case they don't go through.

I was a co-founder of ITA and can tell you that a second request is not "standard operating procedure". It's a big deal, and it's likely to be a very expensive learning experience for both Facebook and Instagram. Big mergers in spaces of interest to the regulators are always reviewed carefully, but it's simply not the case that every deal this size must endure a second request and a "full monty" regulatory process.

Assuming the report of a second request is true, this is quite problematic for Instagram. Once a process like this is underway, the outcome is inherently uncertain. They will be left twisting in the wind for many months. It is an absolutely awful place to be, both strategically and psychologically.

For Facebook, as well: expect various "helpful third parties" to work behind the scenes to convince the regulators to impose onerous conditions on Facebook as part of a consent decree to "ensure consumers are not harmed by the deal;" this is one of the few mechanisms by which competitors can damage Facebook without needing to compete with them successfully in the market. (Ironic, isn't it?)

This also means that the integration of Instagram's technology into Facebook's platform will not begin for many months. Once such a review is under way, the two teams cannot collaborate other than superficially; doing otherwise is known as "gun-jumping," and can lead to not only the deal being scuttled, but additional penalties as well.

(BTW, the DOJ reviewed the acquisition of ITA Software by Google, not the FTC. They are entirely different entities, and often squabble with each other over who gets to prosecute a given case.)

That's really interesting -- thanks for the correction.

"He adds that the agencies also use the review process to get up to speed on fast-moving industries they may not fully understand."

Wonderful. Private business picks up the government's tab for training?

Several months is also a long time in tech. An opportunity for FB to reconsider the deal? After all, it seems like it was arranged on a whim.

If the investigation happens that'll really suck for Instagram.

Any chance they'll get the same offer in 6 months? I doubt it.

I assume you're asking if they could get a similar offer if the deal falls through six months from now. In that case, Instagram would get $200 million as a breakup fee which would make things easier for them.

It sounded like it was a done deal, that it was agreed to in such a way that it could only be un-done by law.

I think Instagram is shrewd enough they could parlay this into an even bigger deal if they had an opportunity to.

What is probably the biggest concern is being ham-strung for six months. If Facebook had plans for Instagram then it would be hard to work on "new" things if they didn't matter in the long run because they duplicated what Facebook already has.

If Facebook's lawyers are worth their salaries, they have an out. They might incur a penalty, but if a simple walk-away isn't in the deal, multiple people will get canned.

I suspect the FTC is looking long and hard at the Andreessen Horowitz connection. Even if Marc recused himself, the price tag being 1000x the companies actual "value" (think sane business people outside the valley here) and the fact that FB took out a loan against its IPO income to fund the deal both scream dirty dealings to investigators.

Wow - I thought I'd heard about this deal from every angle over the last few weeks since the deal, but for some reason I hadn't heard or considered your point about the AH connection.

Really interesting point.

I wrote a blog post about this (http://mattamyers.tumblr.com/post/22070489398/re-how-twitter...) which included a link to an article enttiled Instagram-scam? That can article can be found at http://www.donnaklinenow.com/investigation/instagram-scam

Price has nothing to do with it, government regulators get to decide on things like antitrust not on the price one company buys another for.

The offer will probably still stand, if the deal is approved. If not, Instagram gets a breakup fee and that's it. FB and Instagram knew that the Feds would review the deal

Bored bureaucrats excited to work on hip cases. Instagram was a little startup getting bought by a big startup. If it wasn't for the high price tag no one would have given this deal a second thought. The press made a big deal of it so the bureaucrats will too.

Facebook isn't a startup.

What you mean to say is that it doesn't fit your concept of a startup. There's no single definition of "startup" that's commonly accepted. In my view Facebook is at the very extreme end of the startup spectrum.

An estimated value of $100b, the ability to throw $1b into acquisitions and over 3000 employees - still a startup?

By such logic you can almost call Google a startup, or any other IT firm really. What exactly makes Facebook a startup by any definition?

The valuation of a company is irrelevant to my definition of a startup. I think Facebook is still a startup because it's still in the process of rapidly scaling and transforming itself.

When it slows down and settles into long term strategy it will cease to meet my definition. It's starting to do that now.

How long did Facebook expect to grow unfettered before their acquisitions started requiring scrutiny by regulators?

Edit: When Mark Zuckerberg found himself throwing down a billion dollars to have what a company he wanted, did he ever once seriously consider that he couldn't have it as soon as he wanted?

Who says he wants it right now? Maybe the delay doesn't matter.

... right. Surprise the world by throwing a billion dollars down for a social media company with 11 employees - a month or two before your IPO - because you don't care if they have to stay your competitor for another 6 months (or more).

Right.

It was rumored that Google et al were also interested in Instagram.

So a billion dollars sounds pretty cheap to prevent a competitor getting hold of a very popular and strategically important social network.

They can drag the investigation for as long as possible, then pay a few hundred million to kill the deal. Killing a competitor (which honestly has 100% userbase overlap with FB anyway) and cockblocking Twitter and Google at the same time.

It sounds crazy, but remember when Google bid 4 billion on wireless spectrum just to create a better environment for Android?

The only error he made was not to bribe enough people in Washington to make this deal go through.

That this happens now is a crime against Facebook which it does you no good to be so smuck about.

wow Google and Twitter... that's just dirty...

it's sad to realize that once blossoming companies fueled with innovation and hope, like Google and Twitter, have resorted to promoting anti-trust litigation because they feared their product couldn't stand on its own merit

> it's sad to realize that once blossoming companies fueled with innovation and hope, like Google and Twitter, have resorted to promoting anti-trust litigation because they feared their product couldn't stand on its own merit

It's sad to see people so easily "realize" such sad things because they read a rumor posted on a website by some guy

This will not amount to anything (negative) as instagram isn't worth anything near what Facebook is paying for them. Zuck is taking a gamble by getting a social network on the rise, but is still completely unproven. The last thing he wants to do is pull a Murdoch and buy a platform the rest of the world already knew was dead, so he's goes to the complete opposite extreme (which I believe is a complete overreaction on Zuck's part).

This is similar to projecting an athlete's career... Zuck is gambling quite a bit that instagram is a real stud, but there is always the reality that insta could be a dud long term. Regulators are going to be more concerned with deals that could disrupt current markets. What market has instagram created or dominated? (I don't consider sharing pictures a market)

If Zuck has the Clairvoyance to see something here that will generate a strong return on $1,000,000,000 despite the enormous risk, then I see no reason to not let this deal go through.

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