UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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Activision Blizzard, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
On January 18, 2022, the following communications were made available
by certain employees of Activision Blizzard, Inc. on LinkedIn:
Post 1:
(URL to link in blog post: https://investor.activision.com/static-files/c97a5244-ab5c-4a03-b2fa-e71b49d3588d)
Post 2:
Microsoft to buy Activision in $68.7 billion all-cash deal
January 18, 2022
By: Steve Kovach
Microsoft will buy video game giant Activision Blizzard in a $68.7
billion all-cash deal.
Activision makes popular game franchises such as Call of Duty.
Activision has been mired in controversy in recent months due to
allegations of sexual harassment and misconduct among company executives.
Microsoft announced Tuesday it will buy video game giant Activision
Blizzard in a $68.7 billion all-cash deal.
The price means Microsoft will pay $95 per share for Activision.
Activision’s stock ended the day up more than 25%, closing at $82.31 per share on Tuesday. Microsoft’s shares closed
down more than 2%. This would be Microsoft’s largest acquisition to date, followed by its purchase of LinkedIn in 2016 for
$26.2 billion.
Activision, which is known for popular games such as Call of Duty and
Tony Hawk’s Pro Skater, has been mired in controversy for the last several months after reports of sexual misconduct and harassment
among the company’s executives. On Monday, Activision said it fired dozens of executives following an investigation.
Under the deal, Activision CEO Bobby Kotick, who has faced calls to
resign over the cultural problems within his company, will remain CEO during the transition. Microsoft said Activision as a company will
report to Microsoft’s Xbox boss Phil Spencer after the deal closes, implying Kotick could depart after the transition. The Wall
Street Journal reported Tuesday afternoon Kotick is expected to step down after the deal closes.
Microsoft said it expects to close the deal in its fiscal 2023. However,
U.S. regulators have signaled they will be far more aggressive in evaluating large acquisitions, especially in the tech industry, so there’s
a chance the deal dies under government review.
Microsoft has gotten more aggressive with gaming over the past several
years. It bought Minecraft maker Mojang for $2.5 billion in 2014. And last year, Microsoft completed a $7.5 billion acquisition of game
maker Bethesda.
The deal also plays into a long-term vision for Microsoft as it competes
with Meta (formerly Facebook) to build technologies to create a virtual world called the metaverse. In fact, Microsoft CEO Satya Nadella
was the first Big Tech CEO to publicly acknowledge the value of the metaverse, months before Meta CEO Mark Zuckerberg. Today, virtual
worlds are dominated by gaming, but the hope is they expand to cater to other demographics and replace a lot of traditional social networking
activity online.
“When we think about our vision for what a metaverse can be,
we believe there won’t be a single, centralized metaverse,” Nadella said on a call Tuesday morning where he discussed the
deal. That means Nadella sees an opportunity for many software makers to create many different virtual worlds in the future, instead of
one dominant company controlling most of the activity.
Still, Microsoft does not yet have an affordable, consumer-grade virtual
reality headset that would be necessary to fulfill the vision for the metaverse. Microsoft does sell an augmented reality headset called
HoloLens, but that device paints digital items on top of the real world. It’s not a fully immersive experience and is mostly used
for business applications.
In an interview with CNBC’s Becky Quick on “Squawk on
the Street,” Kotick said the deal came through after he realized Microsoft had the technology to push Activision forward in
the burgeoning competition between tech companies to build the metaverse. In the same interview, Spencer said talks about an
acquisition began between the two companies late last year. That said, both companies focused on the present in announcing the deal,
with a highlight on Activision’s strength in mobile gaming. For example, Activision owns Candy Crush, one of the most popular
and lucrative mobile games around. (Activision bought Candy Crush’s publisher King for $5.9 billion in 2016.) They also
highlighted the opportunity to cross-promote popular gaming franchises from both companies, like Microsoft’s Halo and
Activision’s World of Warcraft.
“The last two years in particular have shown how critical games
are to helping people maintain a sense of community and belonging, even when they are apart,” Nadella said on a conference call
Tuesday morning following the announcement of the deal. He added that 3 billion people around the world play video games, a hint at the
total market he sees Microsoft moving into.
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 the SEC in connection with the transaction.
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