Microsoft Finally Buys

aQuantive, the owner of RazorFish, today announced it had agreed to be acquired by Microsoft Corp. for $66.50 a share in cash, in a deal valued at approximately $6 billion.  aQuantive has already filed the merger agreement for the transaction.  Notably, the merger agreement contains a break-up fee of $175 million in cash payable to Microsoft if a higher bid is agreed to by aQuantive.  However, if the transaction does not proceed because of a failure to obtain "any required antitrust or competition consent or clearance" Microsoft will be required to pay aQuantive a reverse break-up fee of $500 million in cash.  I have no knowledge of the antitrust issues in this purchase, but based solely on the presence of this reverse break-up fee, it appears that aQuantive might have thought there could be an antitrust problem with this transaction.  Microsoft is currently challenging Google's $3.1 billion agreement to purchase DoubleClick on antitrust grounds (see the related Dealbreaker post here).  If there are antitrust issues with the aQuantive transaction, expect Google to try and turn the tables.