Sunday, December 2, 2007

Breaking: Activision & Vivendi Merging to Activision Blizzard

Vivendi, the french megacorp, has bought out Activision for a whopping $1.7 billion today. Activision, which is being renamed to Activision Blizzard, will have Vivendi's games brought under it's name.

As of now, Vivendi owns Blizzard, Sierra, and Activision. They are all under the wing, making it one of the top third party publishers.

The CEO of Activision, Robert Kotick, is still going to be CEO of the new company. Vivendi Games' CEO, Bruce Hack, will become CCO of the new company and lead up the merger, finances, and human resources efforts. Vivendi will control 52% of the company when all is said and done. The overlay will cost plenty of employees their jobs, but my expectation is that will mostly be in the clerical departments, as both the companies have different focuses in their game development areas.

Is it just me, or is Activision Blizzard one of the weirdest names you've ever heard? The press release below.

SANTA MONICA, Calif. & PARIS--(BUSINESS WIRE)--Activision, Inc. (NASDAQ: ATVI) and Vivendi (Euronext Paris: VIV) today announced that they have signed a definitive agreement to combine Vivendi Games, Vivendi's interactive entertainment business -- which includes Blizzard Entertainments® World of Warcraft®, the worlds #1 multi-player online role-playing game franchise -- with Activision, creating the worlds largest pure-play online and console game publisher. The new company, Activision Blizzard, is expected to have approximately $3.8 billion in pro forma combined calendar 2007 revenues and the highest operating margins of any major third-party video game publisher. On closing of the transaction, Activision will be renamed Activision Blizzard and will continue to operate as a public company traded on NASDAQ under the ticker ATVI.

Activision, one of the worlds leading independent publishers of interactive entertainment, is best known for its top-selling franchises, including Guitar Hero®, Call of Duty® and the Tony Hawk series, as well as Spider-Man, X-Men, Shrek®, James Bond and TRANSFORMERS. Blizzard Entertainment, a division of Vivendi Games, has projected calendar 2007 revenues of $1.1 billion, operating margins of over 40% and approximately $520 million of operating profit. Blizzard owns the #1 multi-player online role-playing game franchise, World of Warcraft, which currently has over 9.3 million subscribers worldwide. Blizzards World of Warcraft, Warcraft®, StarCraft® and Diablo® games account for four of the top-five best-selling PC game titles of all time. Vivendi Games also owns popular franchises, including Crash Bandicoot and Spyro. Pro forma for calendar 2007, Activision Blizzard expects to generate approximately 70% of its revenues from owned franchises. As a result of the business combination, Activision Blizzard expects to have the most diversified and broadest portfolio of interactive entertainment assets in its industry, positioning the combined company to capitalize on the continued worldwide growth in interactive entertainment.

Jean-Bernard Lévy, Chairman of the Management Board and Chief Executive Officer of Vivendi stated: This alliance is a major strategic step for Vivendi and is another illustration of our drive to extend our presence in the entertainment sector. By combining Vivendis games business with Activision, we are creating a worldwide leader in a high-growth industry. We are excited about the opportunities for Activision Blizzard as a broader entertainment software platform. We believe this transaction will create significant value for Activision Blizzard and Vivendi stockholders. In Activision, we have found a partner with a highly complementary business and strong operating team. Bobby Kotick and Brian Kelly are industry pioneers, well known for creating shareholder value. The combined strength of the existing management teams at both companies will set the stage for further profitable growth of Activision Blizzard. We look forward to being an active and supportive majority stockholder in a company that is poised to lead the worldwide interactive entertainment industry in the years ahead.

René Penisson, Member of the Management Board of Vivendi and current Chairman of Vivendi Games, added: We are very confident that by combining forces, Activision Blizzard will set the highest standards in quality, reputation and profitability, and will bring together the best creative teams in the industry. The combination of this unique product portfolio with highly professional employees gives us great confidence in the growth prospects for Activision Blizzard.

Said Robert Kotick, Activision's Chairman and Chief Executive Officer: This is an outstanding transaction for Activision and our stockholders, as well as a pivotal event in the continuing transformation of the interactive entertainment industry. By combining leaders in mass-market entertainment and subscription-based online games, Activision Blizzard will be the only publisher with leading market positions across all categories of the rapidly growing interactive entertainment software industry and reach the broadest possible audiences. By joining forces with Vivendi Games, we will become the immediate leader in the highly profitable online games business and gain a large footprint in the rapidly growing Asian markets, including China and Korea, while maintaining our leading operating performance across North America and Europe. Activision stockholders will benefit from significantly increased earnings power and the recurring nature and predictability of subscription-based revenues, while also having the opportunity, if they choose, to receive $27.50 per share for a portion of their shares in the post-closing tender offer.

Kotick continued: Vivendi Games provides Activision with unique strategic and financial benefits and will allow us to leverage our franchises into emerging online opportunities as Blizzard has done so successfully. Activision has been very focused on margin expansion, and this transaction will meaningfully increase our overall operating margins as we expand our franchises online and in new geographies. Diversifying our revenue base among subscription-based online, console and PC formats, as well as wireless and casual emerging opportunities, gives us the broadest platform to capitalize on industry growth. With Blizzards successful franchises, such as World of Warcraft, StarCraft and an exciting pipeline of yet-to-be announced titles, Vivendi Games and Blizzards management team will join with Activisions strong and experienced leaders to become an even more powerful force for innovation in online and offline interactive entertainment across a wide range of platforms. This transaction also provides a unique relationship with Universal Music Group the worlds largest music company which will benefit Guitar Hero and further extend our sizable leadership position in music-based games.

Mike Morhaime, President and Chief Executive Officer of Blizzard, added: "Blizzard's industry-leading PC games business, with a track record of nine consecutive bestsellers and a global subscriber base of more than 9.3 million World of Warcraft players, is an exceptional fit for Activision's highly profitable console games business. From our interactions with the Activision team, it is clear we have much in common in terms of our approaches to game development and publishing. Above all, we are looking forward to continue creating great games for Blizzard gamers around the world, and we believe this new partnership will help us to do that even better than before.

Structure & Terms of Transaction

Under the terms of the agreement, Vivendi Games will be merged with a wholly owned subsidiary of Activision. In the merger, shares of Vivendi Games will be converted into 295.3 million new shares of Activision common stock. Based on the transaction price of $27.50 per share of Activision common stock, this implies a value of approximately $8.1 billion for Vivendi Games. Concurrently with the merger, Vivendi will purchase 62.9 million newly issued shares of Activision common stock at a price of $27.50 per share a premium of 31% to Activisions average closing price over the past 20 trading days for a total of $1.7 billion in cash. As a result of these transactions, Vivendi will own an approximate 52% ownership stake in Activision Blizzard on a fully diluted basis.

Within five business days after closing 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. The tender offer will be funded by Activision Blizzards cash on hand at closing, including the $1.7 billion in cash received from the Vivendi share purchase. In addition, Vivendi has agreed to acquire from Activision Blizzard additional newly issued shares for up to an additional $700 million of Activision common stock at $27.50 per share, the proceeds of which would also be used to fund the tender offer. Any remaining funds required to complete the tender offer will be borrowed by Activision Blizzard from Vivendi or third-party lenders. If the tender offer is fully subscribed, Vivendi will 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 Activisions stockholders and slightly accretive for Vivendis stockholders. Activision Blizzard is targeting pro forma operating income of $1.1 billion and pro forma earnings per share (EPS) in excess of $1.20 in calendar year 2009. The transaction is expected to be at least $0.20 accretive to Activision stockholders in calendar year 2009.

Governance

Activision Blizzards board of directors will be comprised of eleven members: six directors designated by Vivendi, two Activision management directors and three independent directors who currently serve on Activisions board of directors. René Penisson, currently a member of the Management Board of Vivendi and Chairman of Vivendi Games, will serve as Chairman of Activision Blizzard. Brian Kelly, currently Co-Chairman of Activision, will serve as Co-Chairman of Activision Blizzard. The three independent directors will be 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 (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, Vivendi).

Management

Following the completion of the transaction, Robert Kotick will be President and Chief Executive Officer of Activision Blizzard. Bruce Hack, current Chief Executive Officer of Vivendi Games, will serve as Vice-Chairman and Chief Corporate Officer of Activision Blizzard, accountable for leading the merger integration and the finance, human resources and legal functions. Mike Griffith will serve as President and Chief Executive Officer of Activision Publishing, which after closing will include the Sierra Entertainment, Sierra Online and Vivendi Games Mobile divisions in addition to the Activision business. Mike Morhaime will continue to serve as President and Chief Executive Officer of Blizzard Entertainment. Thomas Tippl, currently Chief Financial Officer of Activision, will be appointed Chief Financial Officer of Activision Blizzard and Jean-François Grollemund, currently Chief Financial Officer of Vivendi Games, will be appointed Chief Accounting Officer of Activision Blizzard.

Conditions to Closing

The transaction has been approved by the boards of directors of Vivendi, Vivendi Games and Activision. The transaction is subject to the approval of Activision's stockholders and the satisfaction of customary closing conditions and regulatory approvals, including expiration of applicable waiting periods and receipt of applicable approvals under the Hart-Scott-Rodino Antitrust Improvements Act and European Union merger control regulations. Pending regulatory and stockholder approval, the companies expect the transaction to be completed in the first half of calendar year 2008.

Financial and Legal Advisors

Activisions financial advisor on the transaction is Allen & Company LLC and its legal counsel is Skadden, Arps, Slate, Meagher & Flom LLP. Vivendis financial advisor is Goldman, Sachs & Co. and Gibson, Dunn & Crutcher LLP is acting as legal counsel to Vivendi.

Conference Call and Webcast Information

The management of both companies will host a joint conference call and live webcast on Monday, December 3, 2007 at 8:30 a.m. ET, 2:30 p.m. Paris time, 1:30 p.m. London time to discuss this announcement. The companies welcome all members of the investment community to listen to the call live by dialing into (888) 765-5554 in the U.S. or (913) 312-1235 outside the U.S. The live webcast of the call can be accessed at www.vivendi.com and www.activision.com.

For those unable to listen to the live conference call, an audio replay of the call will be available through December 17, 2007, approximately two hours after the calls conclusion and can be accessed by calling (888) 203-1112 in the U.S. or (719) 457-0820 outside the U.S. and entering the pass-code: 5648597. In addition, a webcast replay also will be archived on the Investor Relations section of each companys website.

2 comments:

sandy said...

豆豆聊天室aio交友愛情館2008真情寫真2008真情寫真aa片免費看捷克論壇微風論壇plus論壇080視訊聊天室情色視訊交友90739做愛成人圖片區080豆豆聊天室 台中情人聊天室桃園星願聊天室高雄網友聊天室新中台灣聊天室中部網友聊天室嘉義之光聊天室中壢網友聊天室南台灣聊天室南部聊坊聊天室台南不夜城聊天室南部網友聊天室屏東網友聊天室台南網友聊天室屏東聊坊聊天室網路學院聊天室屏東夜語聊天室一網情深聊天室流星花園聊天室真愛宣言交友聊天室上班族f1影音視訊聊天室哈雷視訊聊天室080影音視訊聊天室援交聊天室080080哈啦聊天室台北已婚聊天室已婚廣場聊天室 夢幻家族聊天室摸摸扣扣同學會聊天室520情色聊天室QQ成人交友聊天室免費視訊網愛聊天室愛情公寓免費聊天室拉子性愛聊天室柔情網友聊天室哈啦影音交友網哈啦影音視訊聊天室櫻井莉亞三點全露寫真集123上班族聊天室尋夢園上班族聊天室成人聊天室上班族080上班族聊天室6k聊天室粉紅豆豆聊天室080豆豆聊天網新豆豆聊天室080聊天室免費音樂試聽流行音樂試聽免費aa片試看美女交友聊天室色色網聊天室交友情人視訊網0401成人交友080哈拉聊天室成人交友聊天室嘟嘟成年人網洪爺成人影片嘟嘟成人網免費視訊免費視訊聊天A片免費a長片線上看色情貼影片免費a長片本土成人貼圖站大台灣情色網台灣男人幫論壇A圖網嘟嘟成人電影網火辣春夢貼圖網情色貼圖俱樂部台灣成人電影絲襪美腿樂園18美女貼圖區柔情聊天網707網愛聊天室聯盟台北69色情貼圖區38女孩情色網台灣映像館波波成人情色網站美女成人貼圖區無碼貼圖力量色妹妹性愛貼圖區日本女優貼圖網日本美少女貼圖區亞洲風暴情色貼圖網哈啦聊天室美少女自拍貼圖辣妹成人情色網台北女孩情色網辣手貼圖情色網AV無碼女優影片男女情色寫真貼圖a片天使俱樂部萍水相逢遊戲區平水相逢遊戲區免費視訊交友90739免費視訊聊天辣妹視訊 - 影音聊天網 080視訊聊天室日本美女肛交美女工廠貼圖區百分百貼圖區亞洲成人電影情色網台灣本土自拍貼圖網麻辣貼圖情色網好色客成人圖片貼圖區711成人AV貼圖區台灣美女貼圖區筱萱成人論壇咪咪情色貼圖區momokoko同學會視訊kk272視訊情色文學小站成人情色貼圖區嘟嘟成人網嘟嘟情人色網 - 貼圖區免費色情a片下載台灣情色論壇成人影片分享免費視訊聊天區微風 成人 論壇kiss文學區taiwankiss文學區自拍美女聊天室日本成人短片洪爺影城777成人網卡通a片下載麗的娛樂網999成人性站成人影音live秀成人貼圖區線上免費情色電影愛愛成人影片下載情色成人影片BT情色下載論壇小弟弟貼影片區A383成人影音城免費視訊妹妹聊天室亞洲風暴情色論壇熟女人妻無碼電影分享xxx383美女寫真八國聯軍成人咆嘯小老鼠波波情色貼圖辣妹影音視訊聊天室後宮成人電影下載小弟弟貼影片成人卡通影片jp日本成人圖片ET成人文學維克斯論壇色美媚部落格 2免費影音視訊聊天室嘟嘟成人美女短片免費試看成人貼圖站愛島交友聊天室偷窺自拍貼圖片區台灣18成人網 - TW台灣18成人網嘟嘟情人色網台灣論壇土豆網 - 影片下載av片-sex貼片免費辣妹視訊聊天網6k聊天室台灣美女自拍網WretchXD下載av成人網歐美視訊自拍外流影片分享3P牛奶妹無碼影片分享岡琦美女 A片下載自拍美女聊天室網路 視訊 美女小弟弟貼片sex888免費電影666成人動畫小莉影像館林志玲寫真集sexy girl video movie173影音live秀080中部人聊天室utPC聊天交友網msn情色聊天室自拍美女聊天室環球影音城情色貼圖- 中國美女666情色貼圖免費視訊聊天hilive tv免費電影4u成人論壇美女情色視訊聊天室曼雪兒免費小說VeryCD - 分享網際網路777成人區玩美女人影音秀情色性愛貼圖小魔女自拍天堂深夜成人聊天社區成人色情小說線上成人影片

eda said...

買煙火,製造浪漫煙火小舖,101煙火,煙火小舖,煙火,仙女棒,沖天炮,勝利之花,甩炮,升空煙火,衣蝶,衣蝶,情趣用品,情趣用品,情趣商品,情趣,情趣,衣蝶情趣精品百貨,衣蝶情趣精品百貨,情趣用品衣蝶,情趣用品衣蝶,自慰套,飛機杯,充氣娃娃,AV女優,AV,電動按摩棒,按摩棒,G點,調情棒,後庭拉珠棒,跳蛋,變頻跳蛋,有線跳蛋,無線跳蛋,潤滑液,男女穿戴用品,穿戴用品,情趣內衣,性感內衣,情趣跳蛋,角色扮演,情趣角色扮演,丁字褲,情趣內褲,性感內褲,性感吊帶襪,網襪,性感網襪,T字褲,煙火批發,情趣禮品,成人用品,情趣內衣,情趣精品,情趣商品,單身戀人圖影區,自慰器