Activision Blizzard (ATVI)

Although we expect that the Transaction will result in benefits to Activision, we may not realize those benefits because of integration difficulties and other challenges.

        The success of our combination with Vivendi Games will be dependent in large part on the success of the management of the combined company in integrating the operations, technologies and personnel of the two companies following the completion of the Transaction. The failure of the combined company to meet the challenges involved in successfully integrating the operations of Activision and Vivendi Games or to otherwise realize any of the anticipated benefits of the Transaction, including additional revenue opportunities, could impair the results of operations of the combined company. In addition, the overall integration of the companies is a complex, time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt the businesses of Activision and Vivendi Games.

        The challenges involved in this integration include the following:

•

integrating successfully each company's operations, technologies, products and services;



•

reducing the costs associated with each company's operations and, in particular, reducing historic losses in the Sierra businesses;



•

coordinating the publishing, distribution and marketing efforts to effectively promote the products of the combined company;



•

preserving development, distribution, licensing or other important relationships of both Activision and Vivendi Games and resolving potential conflicts that may arise;



•

consolidating and rationalizing information technology platforms and administrative infrastructures;

•

minimizing the diversion of management attention from ongoing business concerns; and



•

combining the corporate cultures, maintaining employee morale and retaining key employees.

        The combined company may not successfully integrate the operations of Activision and Vivendi Games in a timely manner, or at all, and the combined company may not realize the anticipated benefits or synergies of the Transaction to the extent, or in the timeframe, anticipated. The anticipated benefits and synergies include cost savings associated with anticipated restructurings and other operational efficiencies, greater economies of scale and revenue enhancement opportunities. However, these anticipated benefits and synergies assume a successful integration and are based on projections, which are inherently uncertain, and other assumptions. Even if integration is successful, anticipated benefits and synergies may not be achieved.

Although we expect that the Transaction will result in benefits to Activision, we may not realize those benefits because of integration difficulties and
other challenges.

        The success of our combination with Vivendi Games will be dependent in large part on the success of the management of the combined company in integrating the
operations, technologies and personnel of the two companies following the completion of the Transaction. The failure of the combined company to meet the challenges involved in successfully integrating
the operations of Activision and Vivendi Games or to otherwise realize any of the anticipated benefits of the Transaction, including additional revenue opportunities, could impair the results of
operations of the combined company. In addition, the overall integration of the companies is a complex, time-consuming and expensive process that, without proper planning and effective and
timely implementation, could significantly disrupt the businesses of Activision and Vivendi Games.

        The
challenges involved in this integration include the following:

•

integrating
successfully each company's operations, technologies, products and services;




•

reducing
the costs associated with each company's operations and, in particular, reducing historic losses in the Sierra businesses;




•

coordinating
the publishing, distribution and marketing efforts to effectively promote the products of the combined company;




•

preserving
development, distribution, licensing or other important relationships of both Activision and Vivendi Games and resolving potential conflicts that may arise;




•

consolidating
and rationalizing information technology platforms and administrative infrastructures;

•

minimizing
the diversion of management attention from ongoing business concerns; and




•

combining
the corporate cultures, maintaining employee morale and retaining key employees.

        The
combined company may not successfully integrate the operations of Activision and Vivendi Games in a timely manner, or at all, and the combined company may not realize the anticipated
benefits or synergies of the Transaction to the extent, or in the timeframe, anticipated. The anticipated benefits and synergies include cost savings associated with anticipated restructurings and
other operational efficiencies, greater economies of scale and revenue enhancement opportunities. However, these anticipated benefits and synergies assume a successful integration and are based on
projections, which are inherently uncertain, and other assumptions. Even if integration is successful, anticipated benefits and synergies may not be achieved.

Although we expect that the Transaction will result in benefits to Activision, we may not realize those benefits because of integration difficulties and other challenges.

The success of our combination with Vivendi Games will be dependent in large part on the success of the management of the combined company in integrating the operations, technologies and personnel of the two companies following the completion of the Transaction. The failure of the combined company to meet the challenges involved in successfully integrating the operations of Activision and Vivendi Games or to otherwise realize any of the anticipated benefits of the Transaction, including additional revenue opportunities, could impair the results of operations of the combined company. In addition, the overall integration of the companies is a complex, time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt the businesses of Activision and Vivendi Games.

The challenges involved in this integration include the following:

· integrating successfully each company’s operations, technologies, products and services;

· reducing the costs associated with each company’s operations and, in particular, reducing historic losses in the Sierra businesses;

· coordinating the publishing, distribution and marketing efforts to effectively promote the products of the combined company;

· preserving development, distribution, licensing or other important relationships of both Activision and Vivendi Games and resolving potential conflicts that may arise;

· consolidating and rationalizing information technology platforms and administrative infrastructures;

· minimizing the diversion of management attention from ongoing business concerns; and

· combining the corporate cultures, maintaining employee morale and retaining key employees.

The combined company may not successfully integrate the operations of Activision and Vivendi Games in a timely manner, or at all, and the combined company may not realize the anticipated benefits or synergies of the Transaction to the extent, or in the timeframe, anticipated. The anticipated benefits and synergies include cost savings associated with anticipated restructurings and other operational efficiencies, greater economies of scale and revenue enhancement opportunities. However, these anticipated benefits and synergies assume a