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Activision SEC Filing Reveals Further Merger Details

| 11 Dec 2007 16:28
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A new Activision SEC filing has shed more light on the future of the company in its new guise as Activision Blizzard, following its merger last week with Vivendi.

According to the document, while Vivendi will become the majority shareholder in the newly-formed company with six seats on the 11-seat Board of Directors, "certain actions" relating to the rights of minority shareholders will also require the separate approval of the board's independent directors. As part of the deal, Vivendi has also agreed to maintain five non-Vivendi representatives on the board.

Sierra, a subsidiary of Vivendi, is also mentioned in the document, which refers to the company and its studios as "not yet generating an acceptable rate of return." While not threatening the continued existence of the company directly, the filing says the new company "will evaluate the Sierra businesses through our normal business and greenlight processes to maximize the long term value creation potential."

Conversely, Vivendi's Blizzard is pegged to continue its operations essentially untouched by the merger, both because of its success and "unique" nature in comparison to other Vivendi studios. "Blizzard currently operates as a separate business unit within the Vivendi Games organization," the filing says. "It has a unique business and revenue model and it makes good business sense to have it operate as a stand-alone business reporting to Mike Morhaime who, in turn, reports to Bobby. The three Vivendi Games businesses that will report to Mike Griffith are more like the businesses that Activision currently operates."

The company said there are no plans for special equity or compensation for Activision employees as a result of the merger, and that possible relocation plans will be made soon, during the "integration planning process." Otherwise, things are expected to continue unchanged while the deal is finalized. "Until the transactions closes, it is business as usual," according to the report. "We do not anticipate any changes to these kinds of normal business transactions or processes between now and when the transaction closes."

The full Activision Form Defa14a/Definitive Proxy Statement SEC filing is available in HTML or PDF format.

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