Paris, July 10, 2008
Vivendi and Activision complete transaction to create Activision Blizzard
• World’s Most Profitable Pure-Play Online and Console Game
Publisher
• Cash Tender Offer for Up to 146.5 Million of Activision
Blizzard Shares at $27.50 per Share to Commence Within Five Business
Days
• Vivendi owns 52% on a Fully Diluted
Basis/54% of Outstanding Shares of Activision Blizzard
July 10, 2008 - Paris, France and Santa Monica,
CA – Vivendi (Euronext Paris: VIV) and Activision, Inc. (Nasdaq: ATVI)
today announced the completion of the transaction announced on December 2, 2007
to create Activision Blizzard, as the world’s most profitable pure-play online
and console game publisher. Activision Blizzard was formed by combining
Activision, one of the world’s leading independent publishers of interactive
entertainment, and Vivendi Games, Vivendi’s interactive entertainment business,
which includes Blizzard Entertainment’s® World of Warcraft®, the
world’s #1 subscription-based massively multiplayer online role-playing game.
Activision Blizzard will continue to operate as a public company traded on
Nasdaq under the ticker ATVI.
Jean Bernard Lévy, CEO of Vivendi, said:
“We have created the world leader in online and console games with this
transaction and the combined strengths of the two businesses offer immense
growth potential. I am also very confident that, with the new leadership team in
place, the new entity is perfectly positioned to take advantage of these rapidly
developing markets across the globe.”
René Pénisson, Chairman of
Activision Blizzard, added: “We are delighted that the merger has been
completed. We are very excited about the opportunity for Activision Blizzard to
create a broader entertainment software platform. We are leaders across North
America and Europe and are creating a substantial footprint in the rapidly
growing Asian market. We are determined to ‘think big’!”
“The
completion of this transaction marks the beginning of an important new chapter
in the history of interactive entertainment,” said Robert Kotick, President and
Chief Executive Officer of Activision Blizzard.“By combining leaders in
mass-market entertainment and subscription-based online games, Activision
Blizzard has leading market positions across all categories of the rapidly
growing interactive entertainment software industry. With more than 10.7 million
subscribers on World of Warcraft®, and with tens of millions of people playing
Guitar Hero®, Activision Blizzard’s games are transcending the traditional
stereotypes and are more popular as a form of entertainment than ever before. We
look forward to building upon our brands to create value for our shareholders,
customers and consumers.”
“From the beginning, our goal has been to make
the best games in the world, and this transaction strengthens our ability to do
just that,” said Mike Morhaime, Blizzard Entertainment cofounder and Chief
Executive Officer. “As part of Activision Blizzard we’ll have the reach and
resources to share our games with an even wider audience - while maintaining the
same approach as always to providing high-quality entertainment and services to
our players.”
In addition to World of Warcraft®, the #1
subscription-based massively multiplayer online role-playing game, the
transaction brings together some of the world’s leading interactive
entertainment franchises including Guitar Hero®, the #1 family entertainment and
#1 music-based franchise; Call of Duty®, the #1 first-person action franchise;
Tony Hawk, the #1 action sports franchise; Spider-Man™, the #1 Super Hero
franchise; Cabela’s®, the #1 sports hunting franchise; and two of the top-ten
kids movie-based franchises, Shrek® and Madagascar™, for calendar year 2005
through 2007 according to the NPD Group, Chart Track and The GFK Group.
The transaction was approved by Activision’s stockholders at a special
stockholder meeting on July 8, 2008 and closed on July 9,
2008.
Structure and Terms of the Transaction
Under
the terms of the agreement, Vivendi Games merged with a wholly owned subsidiary
of Activision and shares of Vivendi Games were converted into approximately
295.3 million new shares of Activision common stock. Concurrently with the
merger, Vivendi purchased approximately 62.9 million newly issued shares of
Activision common stock at a price of $27.50 per share for a total of
approximately $1.7 billion in cash, resulting in a total Vivendi ownership stake
in Activision Blizzard of approximately 52% on a fully diluted basis and
approximately 54% of shares outstanding.
In accordance with the terms of
the agreement, within five business days of the closing of the transaction,
Activision Blizzard will launch a $4 billion all-cash tender offer to purchase
up to 146.5 million Activision Blizzard common shares at $27.50 per share. To
the extent that Activision’s stockholders participate in the tender offer, the
tender offer may be funded with Activision Blizzard’s available cash on hand at
closing, borrowings made under credit facilities from Vivendi, and proceeds from
the issuance of additional shares to Vivendi for up to $700 million. If the
tender offer were fully subscribed, Vivendi would own an approximate 68%
ownership stake in Activision Blizzard on a fully diluted basis.
The
transaction is expected to be immediately accretive in its first year
post-closing for Activision’s stockholders on a non-GAAP basis excluding
equity-based compensation, one time costs related to the transaction, the impact
of purchase price accounting related adjustments including amortization of
intangibles, and the impact of the change in deferred net revenues and cost of
sales related to online-enabled games.
Both Activision and Blizzard
Entertainment’s businesses have maintained their momentum and Activision
Blizzard is well positioned to exceed the financial goals set for the combined
company at the time of the deal announcement.
Board &
Management
The Board of Directors of Activision Blizzard consists
of eleven members: six directors designated by Vivendi, two Activision
management directors and three independent directors from Activision’s board of
directors. René Pénisson, a member of the Management Board of Vivendi and
Chairman of Vivendi Games, will serve as Chairman of Activision Blizzard. Brian
Kelly, Co-Chairman of Activision, will serve as Co-Chairman of Activision
Blizzard. The three independent directors are Richard Sarnoff, Robert J. Corti
and Robert Morgado. Other Activision Blizzard directors will be Robert Kotick
(President and Chief Executive Officer of Activision Blizzard), Bruce Hack
(Vice-Chairman and Chief Corporate Officer of Activision Blizzard), Jean-Bernard
Lévy (Chairman of the Management Board and Chief Executive Officer of Vivendi),
Doug Morris (Member of the Management Board of Vivendi and Chairman and Chief
Executive Officer of the Universal Music Group), Philippe Capron
(Member of the Management Board and Chief Financial Officer of Vivendi), and
Frédéric Crépin (Senior Vice President, Head of Legal Department of Vivendi).
Activision Blizzard is drawing on an accomplished group of leaders from
both companies: Robert Kotick is President and Chief Executive Officer of
Activision Blizzard. Mike Griffith is serving as President and Chief Executive
Officer of Activision Publishing, which includes the Sierra Entertainment,
Sierra Online and Vivendi Games Mobile divisions in addition to the Activision
business.
Bruce Hack, who served as Chief Executive Officer of Vivendi
Games, is Vice-Chairman and Chief Corporate Officer of Activision Blizzard,
accountable for leading the merger integration and the finance, human resources
and legal functions. Blizzard Entertainment cofounder, Mike Morhaime, will
continue to serve as President and Chief Executive Officer of Blizzard
Entertainment. Thomas Tippl, formerly Chief Financial Officer of Activision
Publishing, has been appointed Chief Financial Officer of Activision Blizzard
and Jean-François Grollemund, Chief Financial Officer of Vivendi Games, has been
appointed Chief Merger Officer of Activision Blizzard.
Portfolio
of Video Games and Franchises
Activision Blizzard’s portfolio
includes best-selling video games such as Guitar Hero®, Call of Duty®, and
Tony Hawk, as well as Spider-Man™, X-Men™, Shrek®, James Bond™ and
TRANSFORMERS™, leading franchises such as Crash Bandicoot™ and
Spyro™ and Blizzard Entertainment’s® StarCraft®, Diablo®, and
Warcraft® franchises including the global #1 subscription-based massively
multi-player online role-playing game, World of Warcraft®.
About
Activision Blizzard
Headquartered in Santa Monica, California,
Activision Blizzard, Inc. is a worldwide pure-play online and console game
publisher with leading market positions across all categories of the rapidly
growing interactive entertainment software industry.
Activision Blizzard
maintains operations in the U.S., Canada, the United Kingdom, France, Germany,
Ireland, Italy, Sweden, Spain, Norway, Denmark, the Netherlands, Romania,
Australia, Chile, India, Japan, China, the region of Taiwan and South Korea.
More information about Activision Blizzard and its products can be found on the
company’s website, www.activisionblizzard.com.
Cautionary Note Regarding Forward-looking Statements:
Information in
this press release that involves Activision Blizzard’s expectations, plans,
intentions or strategies regarding the future are forward-looking statements
that are not facts and involve a number of risks and uncertainties. In this
release, they are identified by references to dates after the date of this
release and words such as “outlook”, “will,” “remains,” “to be,” “plans,”
“believes”, “may”, “expects,” “intends,” and similar expressions. Factors that
could cause Activision Blizzard’s actual future results to differ materially
from those expressed in the forward-looking statements set forth in this release
include, but are not limited to, sales of Activision Blizzard’s titles in its
fiscal year 2009, shifts in consumer spending trends, the seasonal and cyclical
nature of the interactive game market, Activision Blizzard’s ability to predict
consumer preferences among competing hardware platforms (including
next-generation hardware), declines in software pricing, product returns and
price protection, product delays, retail acceptance of Activision Blizzard’s
products, adoption rate and availability of new hardware and related software,
industry competition, rapid changes in technology and industry standards,
protection of proprietary rights, maintenance of relationships with key
personnel, customers, vendors and third-party developers, domestic and
international economic, financial and political conditions, foreign exchange
rates, integration of recent acquisitions and the identification of suitable
future acquisition opportunities, Activision Blizzard’s success in integrating
the operations of Activision and Vivendi Games in a timely manner, or at all,
and the combined company’s ability to realize the anticipated benefits and
synergies of the transaction to the extent, or in the timeframe, anticipated.
Other such factors include the further implementation, acceptance and
effectiveness of the remedial measures recommended or adopted by the special
sub-committee of independent directors established in July 2006 to review
Activision Blizzard’s historical stock option granting practices, the
finalization of the tentative settlement of the SEC’s formal investigation and
final court approval of the proposed settlement of the derivative litigation
filed in July 2006 against certain current and former directors and officers of
Activision Blizzard relating to Activision Blizzard’s stock option granting
practices, and the possibility that additional claims and proceedings will be
commenced, including additional action by the SEC and/or other regulatory
agencies, and other litigation unrelated to stock option granting practices and
any additional risk factors identified in Activision Blizzard’s most recent
annual report on Form 10-K and quarterly reports on Form 10-Q and the definitive
proxy statement filed on June 6, 2008 in connection with the proposed
transaction with Vivendi. The forward-looking statements in this release are
based upon information available to Activision Blizzard as of the date of this
release, and Activision Blizzard assumes no obligation to update any such
forward-looking statements. Forward-looking statements believed to be true when
made may ultimately prove to be incorrect. These statements are not guarantees
of the future performance of Activision Blizzard and are subject to risks,
uncertainties and other factors, some of which are beyond its control and may
cause actual results to differ materially from current
expectations.
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Vivendi Investor
Relations: Aurelia Cheval Agnès de Leersnyder
|
Activision Blizzard Investor Relations: Phone: (310) 255-2635
Activision Blizzard Media (Europe): |
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Vivendi Investor Relations (US):
Vivendi Media: Solange Maulini Vivendi Media
(US): |
Activision Blizzard Media (U.S.): Cassandra Bujarski Maryanne Lataif
Blizzard Entertainment
(North America):
Blizzard Entertainment (Europe):
Blizzard Entertainment
(South Korea): |