Google-Wiz deal is 'litmus test' for Trump administration's handling of Big Tech

Seven months ago, Alphabet lost a marquee case against the Biden administration's Justice Department, which accused the company of maintaining an illegal monopoly in search. Weeks earlier, Google's pursuit of cybersecurity vendor Wiz, in what would have been its largest deal ever, fizzled in part because of antitrust concerns.

With Donald Trump's return to the White House, Alphabet is back on the offensive.

Alphabet on Tuesday agreed to buy Wiz for $32 billion in cash, almost $10 billion more than the proposed price in mid-2024, and said it expects the deal to close next year, subject to regulatory approvals.

Wiz will sit in Google's cloud division, which is far from the company's dominant search business. Google is behind Amazon and Microsoft in cloud infrastructure, a standing that would make the regulatory case against a tie-up challenging for any administration.

The Federal Trade Commission under Lina Khan was notoriously prickly with respect to tech deals, aggressively scuttling transactions in ways that frustrated even notable Democrat supporters like Reid Hoffman and Mark Cuban. Google's pursuit of Wiz may be the first big test for new FTC Chair Andrew Ferguson, as the tech industry gauges how Trump 2.0 will treat the industry that houses the six biggest U.S. companies by market value.

"It's going to be a great litmus test and bellwether for M&A in 2025," said Brad Haller, senior partner for mergers and acquisitions at consulting firm West Monroe. "This happening relatively early on this year means it can be used as a measuring stick."

As a venture-backed company, the deal would be a major windfall for Silicon Valley venture capital firms, which have struggled to generate returns since the initial public offering market mostly shut down in early 2022 and large M&A went dormant. After peaking at $780 billion in 2021, VC exit value plummeted to $89.2 billion the following year and to $71.6 billion in 2023, according to an October report from PitchBook and the National Venture Capital Association. In the third quarter of 2024, the number hit a five-quarter low.

"Large acquisition strategy is back on the menu for VC-backed companies," Haller said.

Index Ventures is the largest outside investor in Wiz, followed by firms including Sequoia Capital, Insight Partners and Cyberstarts.

In walking away from a deal with Google in July, Wiz co-founder Assaf Rappaport wrote in a memo to employees that the company would instead pursue an IPO. There are some signs that the IPO market is heating up, as artificial intelligence infrastructure company CoreWeave, digital health startup Hinge Health and buy now, pay later lender Klarna have all filed prospectuses recently with the SEC.

Economic uncertainty represents the biggest headwind, as President Trump's imposition of tariffs on top trading partners like China, Mexico and Canada, as well as massive cuts in government spending, have led to extreme market volatility and raised concerns about business and consumer confidence. The Nasdaq is on pace for its fifth straight weekly drop and worst quarterly performance since 2022.

For Google, the allure of acquiring Wiz appears to be worth the potential regulatory risk. Reuters reported, citing a source, that Wiz agreed to a termination fee of over $3.2 billion, which the publication called "one of the highest fees in M&A history."

Google declined to comment.

Founded in 2020 Wiz hit $100 million in annual recurring revenue after just 18 months. The company's cloud security products include prevention, active detection and response, and they've become increasingly essential as rapid advancements in AI have made attacks more sophisticated and potentially more damaging.

"That price tag tells us that Google was almost desperate to boost its security bona fides before the adoption of AI gathers even more speed," Gordon Haskett analysts wrote in a Tuesday note.

Google said in a statement on Tuesday announcing the deal that, "The increased role of AI, and adoption of cloud services, have dramatically changed the security landscape for customers, making cybersecurity increasingly important in defending against emergent risks and protecting national security."

In Wiz's blog post, Rappaport said that, "Becoming part of Google Cloud is effectively strapping a rocket to our backs."

The deal will face regulatory scrutiny, but "Google, in our view, would have a stronger case compared to consumer-focused acquisitions," analysts at Bank of America wrote in a note after the announcement. The firm said Google has less than 15% of the cloud services market.

Google's biggest acquisition during the Biden presidency was its $5.4 billion purchase of cybersecurity company Mandiant. The search giant wasn't the only Big Tech company feeling the regulatory heat.

For Microsoft to eventually close its $69 billion acquisition of video game publisher Activision Blizzard in late 2023, the company had to endure a 21-month battle with regulators, including an injunction effort by the FTC. The agency also sued to block Meta's acquisition of virtual reality company Within, though a California district court scuttled the FTC's efforts.

Beyond dealmaking challenges, Meta, Apple, Amazon and Microsoft have all been accused of monopolistic practices by either the Justice Department or the FTC. In Google's case, both agencies pursued actions.

Khan told CNBC's "Squawk Box" in January that she hoped the incoming Trump administration wouldn't let Amazon and Meta off the hook from pending antitrust suits with a "sweetheart deal." Her comments came after numerous tech execs and companies, including Google, pledged money towards Trump's inauguration fund.

Ferguson has suggested that his FTC will keep a keen eye on tech, though he hasn't offered much by way of specifics. During Trump's first administration, the president had a particularly hostile relationship with the industry, routinely slamming Amazon founder Jeff Bezos, notably for his ownership of The Washington Post, as well as taking aim at Meta and Google for their alleged biases towards his administration.

Those former foes have made extra efforts to change the tone this time around, whether that means ending diversity, equity and inclusion programs or trekking to Washington for Trump's inauguration after previously making visits to his Mar-a-Lago resort in Florida.

In an interview on "Squawk Box" last week, Ferguson said "Big Tech is one of the main priorities" of the administration.

"President Trump appointed me to protect Americans in the marketplace," Ferguson said. "And I've said since day one, Big Tech is one of our main priorities, and that remains true."

Jonathan Kanter, former assistant attorney general for the Department of Justice's antitrust division under Biden, said on CNBC's "Power Lunch" on Tuesday that a hefty regulatory review is likely on the way for the Google-Wiz deal. He said it's not just about Google's position in cloud, but also the amount of data the company controls.

"I don't think the Wiz deal is going to ease on down the road to quick approval," said Kanter, who is now a CNBC contributor. "It's going to be a long road. They're going to have to look at a lot of documents, a lot of data and understand whether it's really going to entrench Google's market power in a lot of different markets."

— CNBC's Jordan Novet and Samantha Subin contributed to this report.

WATCH: CNBC's full interview with FTC Chair Andrew Ferguson