Microsoft and Nvidia Have Acquisition Pact 136
An anonymous reader writes "Infoweek is reporting that Microsoft has obtained the exclusive right to match any buyout offers for Nvidia. The obscure pact was uncovered in SEC documents, and apparently stems from Microsoft's licensing of Nvidia chips for the Xbox. But its real value now lies in the fact that Nvidia has become a major player in tablet chips, including chips for Windows 8 slates."
I say the oppsite (Score:4, Insightful)
when XBOX was using nvidia chips (thats XBOX1, 360 uses an ATI system) Nvidia was a smaller company in a fairly new and fairly niche industry catering JUST to game geeks.
its not the same playing field in 2011
Nvidia made Nforce Pro chips for severs / workstat (Score:3, Informative)
Re:I say the oppsite (Score:4, Interesting)
Yeh, that's bullshit.
Nvidia were already the premier graphics solution for professionals, they already had an established market and were making a fortune at the time selling gaming & professional chips. Microsoft did nothing other than guarantee sales of chips.
While I don't like Nvidia cards, they were already huge prior to the Xbox, so sitting there and saying they were a "niche industry" is just patently false. Unlike ATi they didn't get sold off to a processor maker. Maybe that's something to keep in mind. They didn't get a market position like that from the xbox (considering the sales numbers of xbox vs ps2), the 360 is the MS console that took off, and look who makes the chips for it.
This just seems like a typical corporate deal. It's not unusual, MS were relying on Nvidia not being sold to the competition and pricing MS out of making the Xbox. No company would be stupid enough to leave out any clauses preventing or delaying sale of a supplier to a competitor when inking such a major deal. It was major for MS, but really, Nvidia could have taken or left it.
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Your post radiates dumbness like the fire of a thousand suns.
I was contemplating about writing a respons to the stupidity, but I really did not know where to start.
Soo, if I wanted to bankrupt Microsoft (Score:3, Funny)
I just go to nVidia and tell them I'm going to buy them out for $10 trillion?
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I just go to nVidia and tell them I'm going to buy them out for $10 trillion?
The agreement says that Microsoft CAN match any buyout offers for Nvidia. It doesn't require Microsoft to.
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That doesn't make any sense. Why does there need to be a pact for Microsoft to be able to match an offer? Can't they just match the offer, pact or not?
I just don't see the point of the pact if it doesn't really require anyone to do anything.
Re:Soo, if I wanted to bankrupt Microsoft (Score:4, Insightful)
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Presumably, Nvidia's side of the agreement is that if Microsoft chooses to match an offer, Nvidia has to accept Microsoft's offer instead of whoever else made an offer.
That doesn't make any sense. All this agreement will do is turn it into a bidding war instead of a silent and secret deal behind doors.
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At the time Microsoft wanted to assure their supply line. If Sony bought NVidia they could decide that they no longer wished to make certain products, like the chips used in the XBox. MS basically reserved the right to buy NVidia if anyone else tried to aquire them (which would also give them the rights to the chips as well making them then able to farm out the fabrication to another company)
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all I'll say is what idiots. Maybe they used to be Sun Microsystem Java licensing lawyers.
LoB
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Business 101, when you have a big customer like Ms or Walmart you make amends as to not loose such a huge opportunity and give a competitor like ATI the deal. Suppliers hate things like bulk discounts too and it hurts mom and pop shops. But a smaller profit margin and annoying clauses are better than nothing. There are laws about insider trading which limit public knowledge about aquisitions. We didnt know about the skype deal until after it was locked by MS.
Re:Soo, if I wanted to bankrupt Microsoft (Score:4, Insightful)
Just how many years had Nvidia's lawyers completed before they signed this kind of agreement with no less than Microsoft?
More than you, clearly.
"We agree that you will have tens of millions of sales of your product for which we will pay you, and should anyone try to buy your company, we can offer to buy you out for the same price. So if you get one offer to be bought out, you pretty much get two."
You know what happens when a company is bought out? The executives, lawyers, and owners/shareholders make a boatload of cash. This was basically win/win for nVidia (unless they had really good prospects or wanted to be bought out by another company) while assuring MS that they won't lose the source of their chips to a competitor without a chance to stop it. All this does is discourage other parties from making lowball offers. All MS would do is hold on to nVidia until they no longer needed the chips, then spin it off.
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and yes, those lawyers probably have more law school years than I but that still does not explain why they did not think such an lifetime clause was limiting for the company.
All this Microsoft being in Nvidia's pocket also explains why Nvidia had the dual core Tegra2 but was pushing Win
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They didn't forget. It's business. It was more profitable for NVidia to secure the contract to make all these chips for Microsoft, and fund their R&D efforts to help put them ahead of the competition. They likely would not be as big of a player now if they didn't do that then.
Go back to your conspiracy theories and anti-Microsoft bullshit. Go push your pro-Linux propaganda on some other sucker. Not everything revolves around your religion.
Full Disclosure: I own shares of Nvidia stock, and reserve t
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Well excuse me for not being in the room when that happened.
and one more thing mush mouth, there's no conspiracy here except the one YOU are making up and this is not an anti-MS topic other than the dumb response of this sub-thread OP.
LoB
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No I was not there, however, I HAVE been on both sides of similar contracts, so I am quite aware of the discussions that a normal, rational person would have. This is running a business 101, and unless you think that everyone at Nvidia including their board of directors, CEO, everyone at the executive level AND their legal team are completely stupid and blind, they had these exact same discussions too.
Just because you are blinded by your own religious dogma, doesn't mean that most normal people are.
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LoB
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And I'm sure you'll be able to whip out your MBA which proves conclusively that you know what you're talking about? No? Well then. You can't go saying this clause for Nvidia is bad, I'm sure that if it was Apple who had the clause you'd be saying that it's the smartest business sense in the world. Here's a hint: you don't know jack about business in multi-billion dollar corporations. It might be bad. It might be good. Hell, it might even be a shrewd tactic to get the best price on the market when the
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LoB
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Actually, no. It will have the reverse effect -- no bids. There is no incentive to bid because MS only has to match your bid and then MS wins. The deck is stacked heavily in MS's favor, so why bid at all?
This deal reduces the acquisition value of nVidia because it will put off many companies from bidding.
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It won't get the chance to become a bidding war:
RandomCompany: Nvidia, we want to buy you for $10billion
Microsoft: Nvidia, we are buying you for $10billion
Nvidia has to accept Microsoft's matched offer, so even if $random raises to $15b, Nvidia was already required to have accepted MS's matched bid.
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Close:
RandomCompany: Nvidia, we want to buy you for $5 billion.
Nvidia: No
RandomCompany: How about $10 billion
Nvidia: Yes
Microsoft: We'll take Nvidia for $10 billion
DEAL DONE.
Once Nvidia accepts an offer, the price is set. The only question is who gets to pay it and buy the company.
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If this works like it does in sports, if MS increases the bid by $1, they win and are then required to pay. No bidding war. Of course, this is not sports, so only the lawyers really know how it works.
Re:Soo, if I wanted to bankrupt Microsoft (Score:4, Informative)
I just don't see the point of the pact if it doesn't really require anyone to do anything.
It requires Nvidia to give Microsoft a chance to buy them out before they sell to someone else. It is generally known as a right of first refusal.
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Last refusal, since Microsoft can match the final offer.
First refusal is different, usually meaning if Nvidia wanted to sell, they had to entertain a good-faith offer from Microsoft, and decide yes or no before opening up the bidding.
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What it does is gives MS the power to step in should Nvidia decide to sell up to one of MS's competitors (Sony & Nintendo come to mind). MS has no interest in buying Nvidia (if anything it might land MS in hot water), but they do have an interest in buying Nvidia then reselling them to a nice MS partner should Nvidia be taking offers from competitors.
There's nothing really wrong with this, I know I'd want to protect my business when millions of dollars of R&D hinge on one chip maker. I doubt they'd
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Some history on the 3D graphics chip industry; SGI sold a good number of their 3D technology patents to Microsoft. A good number of SGI engineers went to work for Nvidia. NVidia also acquired patents and technology from 3Dfx (there was a patent battle around the late 1990's), which led to 3Dfx merging with NVidia. With all that patent cross-licensing, it would be a natural consequence.
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if you had a way to show you had 10 trillion to blow, ... yea
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Never mind the part where it is an option, not an obligation.
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Well, if you actually have the 10 trillion to backup your claim, bankrupting MS is actually a piece of cake... no need to get Nvidia involved or anything :)
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10 trillion USD...Maybe he's Ben Bernanke.
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Or he's a representative of the Chinese government, who might actually have that much.
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This sounds like a 'right of first refusal' clause used in sports. You can make an offer, but the owner of the clause (here, MS), has the right to match or better the offer. It's not a clause that forces them to match, just the opportunity to do so.
Ugh (Score:1)
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This pact is more than a decade old, and you're worried about them getting "too much in bed with microsoft" because you now know about this deal? Paranoid much??
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Paranoid much??
Yes.
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Paranoid much??
Yes.
We know...
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Please don't let the only decent linux graphics card vendor (sorry, AMD's still not up to it and intel's not powerful enough) get too much in bed with microsoft.
I know this was true couple years ago, but I was under the impression that this is changing very rapidly, especially if you have a certain subset of cards that are highly supported by the open source AMD driver. I was planning on choosing AMD for my next desktop build, and I'm not saying that just for the whole Freedom thing. I will agree about Intel, though.
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AMD/ATI support is fine now, but with NVIDIA you're basically guaranteed to stay supported for a long time, since there's quite a large community programming with CUDA on Linux.
That depends - do you mean support for new cards as they're released, or continued support for existing cards? NVidia are very good at supporting newer cards, but some of their older cards aren't really usable under Linux anymore, whereas it looks like older ATI cards will remain supported for a long time...
MS is not a hardware company (Score:3)
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? I prefer the Duke controller over the S model, or the new 360 for that matter. Just because you have tiny girl hands does not mean that some of us don't have normal sized hands.
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I prefer the Duke controller over the S model, or the new 360 for that matter. Just because you have tiny girl hands does not mean that some of us don't have normal sized hands.
I loved the original Xbox controller. The new one is way better than the S controller which was unusable in my opinion but there's still nothing that compares to the ergonomics of the original. I have little tiny child sized hands but it was still incredibly comfortable.
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I agree, I've got a 360 controller and it's easily the most comfortable controller I've ever used. It might be because I've got large hands and can with great difficulty palm a basketball, but it actually is large enough that my hands don't cramp up like they do on that stupid PS3 controller.
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The first Xbox ... internals were pretty much just generic PC hardware.
Not even that. For a gaming rig, the Xbox internals were CRAPPY. The processor was basically a Celeron 733, only 64MB of RAM, and what was essentially a GeForce 4 Ti 4200 (the lowest-end of nVidia's DirectX 8 cards).
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The XBox had a full Windows CE OS running. You know what that means.
The Xbox OS is based on Windows 2000. And for the record, the Xbox 360 OS is based on the same codebase, or so Microsoft has said. Thank you for playing, though.
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Re:MS is not a hardware company (Score:4, Insightful)
http://blogs.msdn.com/b/xboxteam/archive/2006/02/17/534421.aspx [msdn.com]
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Actually, Microsoft has specifically said that the 360 does not use Windows, merely a Win32-like API.
Read and be educated [windowsfordevices.com], and stop spreading this bullshit. I've found the same information STRAIGHT from the horse's mouth, so to speak, but this citation was what came up quickly. I don't care enough to find the highest-quality citation. Just go ahead and try to prove me wrong. Either way, what you're saying is stupidity of the highest order. They use a Win32 API, but they aren't using Windows? Right, because Microsoft would write a new OS that supports Win32. They've tried that, and failed.
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"The Linux Geek" provided a source saying you're wrong, on a Microsoft owned domain, written by a member of the Xbox engineering team, and they're the one spreading the bullshit? Your source by comparison is as credible as The Enquirer.
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And I've seen sources on Microsoft-owned domains which say I'm right, and further, there is no credible reason to believe that what they say is true. We've covered this exhaustively here before, and if you had a good way to search solely my comment history you could find the comment with all the citations. I don't feel like finding them again.
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So you don't know what the sources are and just claim that they exist and support your argument in spite of the cited Microsoft blog post. You're full of shit.
I bet you believe that Bill Gates never said 640k should be enough for anyone despite the eyewitness accounts, too. Why don't you just go offer to blow Bill so you can get this Microsoft-worship out of your system? Corporations try to change history through press release and misinformation on a regular basis.
I have already found these sources in the past, so the proof is out there for any subscriber who wants to search my posting history. I lose nothing if I do not find it (not really worried about my credi
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After a bit of research (ie. reading the citations on Wikipedia), it seems that the OS is actually custom-made [msdn.com]. However, I don't completely believe that - I suspect pretty large chunks of code, especially on the first XBox, were copied from Windows. 360 I can believe (it's not even x86 - it's PowerPC), but not the original.
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360 I can believe (it's not even x86 - it's PowerPC), but not the original.
Being PowerPC wouldn't matter. Windows NT has run on the PowerPC architecture since NT 4.0. I've personally run the PPC port of NT 4.0 (it was a just-because kind of thing. I've still never installed the MIPS port, but have run every other NT 4 port.
Microsoft has a very cross-platform capable codebase.
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Every version of NT 4.0 is on the official Windows NT disk. There may be 'truncated' third party versions of the NT 4.0 CD. Mine is a Compaq OEM version, and every NT 3.x version I have ever seen also includes the alternative architectures.
I have installed the i386, Alpha, and PPC versions of NT 4.0 off that single CD.
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The PS3 has 512MB of memory. 256 system memory, 256 video memory.
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False. Just because Microsoft didn't design the machine for proper heat dissipation doesn't mean NVIDIA failed. On the contrary, NVIDIA had nothing to do with the 360, and the device still drives sales for Microsoft despite the heating damage. Their Entertainment division will never fade away.
Cit
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If Microsoft acquires nVidia, it isn't going to be nVidia that has the final say, instead, it will be Microsoft, since Microsoft has historically made crappy hardware and no matter how many companies it has acquired (currently well over one hundred) Microsoft's way of doi
Re:MS is not a hardware company (Score:4, Funny)
-Microsoft is not a hardware company
I disagree. I have a GREAT Microsoft mouse. In fact, I consider it to be much more valuable than the several pieces of their software I had to delete off my hard drive when I originally bought my computers.
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True, but I think MS has learned that lesson. That's why they are now buying/partnering with hardware companies, and that method is working much better for them. The Kinect is the obvious success story. They bought the hardware, developed the software for it, and it became the fastest selling consumer electronic in history. The W7 Phones are way, way better than previous MS offerings hardware-wise, and are only really losing because they missed the window to enter the market -- Apple and Google have it
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Anti-competitive little shits (Score:1)
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ATI doesnt exist any more you must mean AMD http://sites.amd.com/us/game/products/graphics [amd.com]. Graphics card manufacturers tend to come and go and nowdays with the push to make the GPU a co-processor on the core CPU chip, graphics cards are looking at the end of their existence.
So Nvidia would be looking to partner with a CPU manufacturer, M$ is just getting in the mix to retain some control. Once you have high powered computer in a chip, with the price saving inherent in that, the software licence becomes
Re:Anti-competitive little shits (Score:5, Insightful)
I'd say RTFA, but this is slashdot.
This is a devensive measure by MS in case Sony or Nintendo (or some other company) decided to buy NVidia and then screw over MS in a effort to sink the XBox. Not saying it would happen, but that is the idea.
MS does not want to buy NVidia, they just want to be sure one of their few revenue streams doesnt go away.
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It's probably floating around because it doesn't matter anymore. The only likely candidates for nVidia aquisition that anyone would care about are intel and Sony. Qualcomm, HP, IBM, other PCB/IC outfits or big tech companies could buy nVidia without changing much in the marketplace. But MS isn't about to offer up any sort of meaningful counter offer to prevent a nvidia buyout unless it's Sony offering (sony uses nvidia parts after all). If qualcomm or IBM or HP or any of those guys offered up 3 billion
Danger Will Robenson! (Score:2)
I hope the folks at Nokia read this. I'm sure Elop has put lots of little legal bombs in every contract Nokia has with M$. Not that there is any real hope for Nokia now, in any case.
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LoB
Chillax babe (Score:1)
According to the article, MS have an option to match a hypothetical offer from somebody else for Nvidia.
They may not want to match such an offer should it ever arise.
nVidia Linux driver (Score:5, Informative)
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Excellent? You must be using different drivers than me. They haven't been "excellent" in quite a while.
Haven't used ATI's open source driver on their newer hardware, but I can tell you at the rate they are making progress nVidia is going to be in a world of hurt on the Linux front pretty soon.
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ATI on Linux sucks even more.
1, generic oss driver: missing menus in Blender; bascially no 3d acceleration
2, binary driver from vendor site/distro repo: total blank screen, unusable computer (tested on Ubuntu, Centos and Suse)
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Haven't used ATI's open source driver on their newer hardware, but I can tell you at the rate they are making progress nVidia is going to be in a world of hurt on the Linux front pretty soon.
There have been promises of decent ATI drivers "just around the corner" for many, many years now.
ATI's new documentation effort is fantastic and my last-but-one card was a 4780 based on a desire to reward OSS-friendliness and the promise of decent drivers. I struggled with driver hell for 2 years, unable to do decent compositing, watch tear-free video or even play UT2004 (yes a 7-year-old game) at a smooth frame rate. It was a truly shoddy experience and I understand that the ATI Linux drivers had improved
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Interesting Deal (Score:1)
A summary of the agreement is in the 10-Q here under '8. Microsoft Agreement': http://www.sec.gov/Archives/edgar/data/1045810/000101287000004766/0001012870-00-004766-0001.txt [sec.gov]
If I understand correctly, it seems nvidia was concerned it wouldn't be able to deliver the chips that microsoft wanted in a timely manner. So microsoft paid $200 million up front, for anticipated chip purchases, with only the possibility of getting $100 million back if they decided to cancel (the rest would be converted into preferre
Ferengi (Score:2)
You read it here: Microsoft and NVidia has Rules of Acquisition they have to follow!
This is Mircosoft protecting their IP-nothing more (Score:1)
The clause in the development deal was solely intended to protect Microsoft intellectual property from falling into the hands of someone non-MS approved. Microsoft put a lot of money and other resources behind NVIDIA when they needed a hardware partner for the first Xbox console. All of those detailed API and design specs are archived somewhere at NVIDIA.
This is not an alarm that NVIDIA is being shopped around for purchase. IMHO they are doing too well and worth too much to be folded into another company.
Not true (Score:1)
AMD is on record as saying it wants to be the first pad tablet to run x86 software on Windows 8 betting it can outdo the arm. Asus is rumored to include the cpu/gpu combo which will be out next year.
Linux gaming (Score:1)
Linux gaming may suffer (Score:3, Interesting)
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EU Antitrust (Score:3)
No 360 backward compatibility in next console? (Score:2)
The Coming MS vs. Intel Smackdown (Score:2)
Re:Chair game. (Score:4, Insightful)
M$ is acquiring / making deals with companies which are key to Linux -- related to Gnome (Novell), KDE & Qt (Nokia), Skype (ok, it was weak but could become important) and Nvidia (the _only_ hardware recognized as allowing video h/w in Linux) -- I don't whether they want to suffocate ("cut the oxygen of") Linux (actually, they probl think "Ubuntu") or they plan to get cozy to pinguins as a last resort against Apple.
It's getting me nervous.
If that's the way you think about things, you should be getting nervous. And it doesn't have anything to do with Microsoft.
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