Item 8.01 Other Events.
On January 18, 2022, Activision Blizzard, Inc. ("Activision Blizzard") issued a
press release announcing that it had entered into a definitive agreement
pursuant to which Microsoft Corporation ("Microsoft") will acquire Activision
Blizzard. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995 with respect to the proposed transaction and business
combination between Microsoft Corporation ("Microsoft") and Activision Blizzard,
Inc. ("Activision Blizzard"), including statements regarding the benefits of the
transaction, the anticipated timing of the transaction and the products and
markets of each company. These forward-looking statements generally are
identified by the words "believe," "project," "predicts," "budget," "forecast,"
"continue," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "could," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions (or the negative
versions of such words or expressions). Forward-looking statements are
predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this report, including but not
limited to: (i) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect Activision Blizzard's business and
the price of the common stock of Activision Blizzard, (ii) the failure to
satisfy the conditions to the consummation of the transaction, including the
adoption of the merger agreement by the stockholders of Activision Blizzard and
the receipt of certain governmental and regulatory approvals, (iii) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement, (iv) the effect of the announcement or
pendency of the transaction on Activision Blizzard's business relationships,
operating results, and business generally, (v) risks that the proposed
transaction disrupts current plans and operations of Activision Blizzard or
Microsoft and potential difficulties in Activision Blizzard employee retention
as a result of the transaction, (vi) risks related to diverting management's
attention from Activision Blizzard's ongoing business operations, (vii) the
outcome of any legal proceedings that may be instituted against Microsoft or
against Activision Blizzard related to the merger agreement or the transaction,
(viii) the ability of Microsoft to successfully integrate Activision Blizzard's
operations, product lines, and technology, the impact of the COVID-19 pandemic
on Activision Blizzard's business and general economic conditions, (ix)
restrictions during the pendency of the proposed transaction that may impact
Activision Blizzard's ability to pursue certain business opportunities or
strategic transactions and (x) the ability of Microsoft to implement its plans,
forecasts, and other expectations with respect to Activision Blizzard's business
after the completion of the proposed merger and realize additional opportunities
for growth and innovation. In addition, please refer to the documents that
Microsoft and Activision Blizzard file with the Securities and Exchange
Commission (the "SEC") on Forms 10-K, 10-Q and 8-K. These filings identify and
address other important risks and uncertainties that could cause events and
results to differ materially from those contained in the forward-looking
statements set forth in this report. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Microsoft and Activision Blizzard assume no
obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the transaction, Activision Blizzard will file relevant
materials with the SEC, including a proxy statement on Schedule 14A. Promptly
after filing its definitive proxy statement with the SEC, Activision Blizzard
will mail the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the transaction. INVESTORS
AND SECURITY HOLDERS OF ACTIVISION BLIZZARD ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT ACTIVISION BLIZZARD WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ACTIVISION BLIZZARD AND THE TRANSACTION. The definitive proxy
statement, the preliminary proxy statement and other relevant materials in
connection with the transaction (when they become available), and any other
documents filed by Activision Blizzard with the SEC, may be obtained free of
charge at the SEC's website (http://www.sec.gov) or at Activision Blizzard's
website (https://investor.Activision.com) or by writing to Activision
Blizzard, Investor Relations, 3100 Ocean Park Boulevard, Santa Monica,
California, 90405.
Activision Blizzard and certain of its directors and executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from Activision Blizzard's stockholders with respect
to the transaction. Information about Activision Blizzard's directors and
executive officers and their ownership of Activision Blizzard's common stock is
set forth in Activision Blizzard's proxy statement on Schedule 14A filed with
the SEC on April 30, 2021 as amended on May 3, 2021. To the extent that holdings
of Activision Blizzard's securities have changed since the amounts printed in
Activision Blizzard's proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the identity of the participants, and their direct or
indirect interests in the transaction, by security holdings or otherwise, will
be set forth in the proxy statement and other materials to be filed with SEC in
connection with the transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Press Release, dated January 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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