Google Says Microsoft Cloud Practices are Anti-competitive

This photo taken on August 23, 2018 shows the Google logo on display at the Smart China Expo at Chongqing International Expo Center in southwest China's Chongqing. (Getty Images)
This photo taken on August 23, 2018 shows the Google logo on display at the Smart China Expo at Chongqing International Expo Center in southwest China's Chongqing. (Getty Images)
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Google Says Microsoft Cloud Practices are Anti-competitive

This photo taken on August 23, 2018 shows the Google logo on display at the Smart China Expo at Chongqing International Expo Center in southwest China's Chongqing. (Getty Images)
This photo taken on August 23, 2018 shows the Google logo on display at the Smart China Expo at Chongqing International Expo Center in southwest China's Chongqing. (Getty Images)

Alphabet's Google Cloud has accused Microsoft of anti-competitive cloud computing practices and criticized imminent deals with several European cloud vendors, saying these do not solve broader concerns about its licensing terms.

In Google Cloud's first public comments on Microsoft and its European deals its Vice President Amit Zavery told Reuters the company has raised the issue with antitrust agencies and urged European Union antitrust regulators to take a closer look.

In response, Microsoft referred to a blogpost in May last year where its president Brad Smith said it 'has a healthy number two position when it comes to cloud services, with just over 20 percent market share of global cloud services revenues'.

"We are committed to the European Cloud Community and their success," a Microsoft spokesperson told Reuters on Thursday.

There is intense rivalry between the two US tech giants in the fast-growing, multi-billion-dollar cloud computing business, where Google trails market leader Amazon and Microsoft.

The sector has recently drawn greater regulatory scrutiny, including in the United States and in Britain, because of the dominance of a few players and its increasingly critical role as more and more companies shift their services to the cloud.

Microsoft has offered to change its cloud computing practices in a deal with a few smaller rivals which in turn will suspend their antitrust complaints, a person with direct knowledge of the matter told Reuters this week.

The move will stave off an EU investigation.

"Microsoft definitely has a very anti-competitive posture in cloud. They are leveraging a lot of their dominance in the on-premise business as well as Office 365 and Windows to tie Azure and the rest of cloud services and make it hard for customers to have a choice," Zavery said in an interview late on Wednesday.

"When we talk to a lot of our customers, they find a lot of these bundling practices, as well as the way they create pricing and licensing restrictions, make it difficult for them to choose other providers," he added.

'UNFAIR ADVANTAGE'
Zavery said individual deals struck with several smaller European cloud vendors only benefit Microsoft.

"They're selectively kind of buying out those ones who complain and not make those terms available to everyone. So that definitely makes it an unfair advantage to Microsoft and ties the people who complained back to Microsoft anyway.”

"Whatever they're offering, there should be terms across for everybody, not just for one or two they've chosen and pick, and that shows you that they have so much market power they can kind of go and do those things individually."

"My point to the regulators would be that they should look at this holistically, even though one or two vendors might settle doesn't solve the broader problem. And that's the problem we need to really resolve, not individual vendors' problems."

The European Commission declined to comment.

Microsoft still faces another EU antitrust complaint from CISPE, whose members include Amazon. The trade group has rejected the Microsoft's changes.

Zavery dismissed the suggestion that the issue is merely a spat between Google and Microsoft.

"The question is not about Google. I just want to make it very clear. It's the cloud. The premise with cloud was to have an open, flexible way to deploy your software and have customers more choices so that they can run their software in any place they choose to in a much more easy way," he said.



Toyota Industries Sinks after Parent's Takeover Bid Misses Expectations

A Toyota Logo is seen at a Toyota dealership in Zaventem, Belgium, November 25, 2022. REUTERS/Johanna Geron/File Photo
A Toyota Logo is seen at a Toyota dealership in Zaventem, Belgium, November 25, 2022. REUTERS/Johanna Geron/File Photo
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Toyota Industries Sinks after Parent's Takeover Bid Misses Expectations

A Toyota Logo is seen at a Toyota dealership in Zaventem, Belgium, November 25, 2022. REUTERS/Johanna Geron/File Photo
A Toyota Logo is seen at a Toyota dealership in Zaventem, Belgium, November 25, 2022. REUTERS/Johanna Geron/File Photo

Investors gave a thumbs-down to Toyota Motor's $33 billion take-private offer for Toyota Industries on Wednesday, highlighting concerns minority shareholders would be short-changed in a landmark restructuring for Japan Inc.

Shares of Toyota Industries, a key Toyota Group company, fell 12% in Tokyo trade a day after the world's top-selling automaker unveiled plans to take the subsidiary private. The complex 4.7 trillion yen ($33 billion) transaction includes an offer price of 16,300 yen a share for Toyota Industries.

While that represents a 23% premium to the price before word of the deal broke in April, it is well below the 18,400 yen price before the offer was formally announced. Shares closed at 16,205 yen on Wednesday.

"To be clear, we welcome the attempt to clear up the parent-subsidiary governance issue. We don't like the price," said David Mitchinson, founding partner and chief investment officer of Zennor Asset Management, which owns Toyota Industries shares, Reuters reported.

When asked if Zennor would tender its shares, he said: "We will have to see how this develops as there seems strong opposition from many shareholders".

The deal will see a number of Toyota Group companies unwind cross-shareholdings, something Japanese regulators and the Tokyo Stock Exchange have long urged for better governance.

Toyota Industries has been one of Japan's most prominent examples of so-called "parent-child listings", where both a parent company and its subsidiary are listed. Governance experts say such cases are inherently unfair to minority shareholders and a drag on corporate value.

Still, the transaction comes up short in terms of corporate governance, as it both undervalues Toyota Industries' substantial real estate holdings and strengthens the founding Toyoda family's control over the broader group, market participants said.

"There's huge hidden asset value in the land and other holdings at Toyota Industries. And the price should have been much higher," Nicholas Benes, a governance expert and the CEO of the Board Training Institute of Japan, told a briefing on Wednesday.

The deal was a "prime example" of a squeeze-out of minority shareholders at an unfair price by founders and management, he said.

In a statement, Toyota Motor said the interests of Toyota Industries' minority shareholders were being considered. "Taking into account shareholder returns and the tax benefits for Toyota Industries, we have adopted a share buyback scheme" through a tender offer, it said.

It said the deal was part of a broader realignment of capital structures within the Toyota Group as it moved toward becoming a mobility company.

A new holding company will be set up for the deal. Group real estate company Toyota Fudosan will invest 180 billion yen, while Akio Toyoda, Toyota Motor's chairman, will invest 1 billion yen. Toyota Motor will invest 700 billion yen in non-voting preferred shares.

Media reports had indicated the tender offer would be around $42 billion, a substantial premium to the actual offer.

Toyota Motor and group companies Aisin, Denso and Toyota Tsusho will all sell their shares in Toyota Industries and acquire their own shares now held by it.

Toyota owned about 24% of Toyota Industries as of September last year, while Toyota Industries held around 9% of the automaker and more than 5% of Denso.

Toyota Industries, formerly Toyoda Automatic Loom Works, was founded in 1926 to make automatic looms. An automotive division within the company was set up and later spun off as Toyota Motor.