Activision Blizzard (ATVI)

Combination of Activision and Vivendi Games and Post-Closing Tender Offer

        On July 9, 2008, the parties to the Business Combination Agreement dated December 1, 2007 (the "Business Combination Agreement")—Activision Blizzard (then known as Activision, Inc.), Sego

80

Table of Contents

Merger Corporation, Vivendi, VGAC and Vivendi Games—consummated the Combination. In that transaction:

•

a wholly owned subsidiary of ours merged with Vivendi Games, and VGAC, a wholly owned subsidiary of Vivendi and the former sole stockholder of Vivendi Games, received approximately 591,000,000 newly issued shares of our Common Stock; and



•

VGAC purchased approximately 126,000,000 newly issued shares of our Common Stock.

Following the consummation of the Combination, Vivendi and its subsidiaries owned approximately 54% of the issued and outstanding shares of our Common Stock.

        Upon the consummation of the Combination, our Certificate of Incorporation and Bylaws were amended and restated to provide for, among other things, (1) the change of our name to Activision Blizzard, Inc., (2) the change of our fiscal year end to December 31, (3) an increase in the authorized number of shares of our Common Stock, (4) certain majority and minority stockholder protections and (5) certain changes to the structure of our Board. As a result of these amendments, among other things, Vivendi is entitled to appoint a majority of our Board. For more information about our corporate governance, see "Corporate Governance Matters" above and "—Investor Agreement" below.

        In accordance with the terms of the Business Combination Agreement, on July 16, 2008, we commenced a tender offer to purchase up to 293,000,000 shares of our Common Stock at a price of $13.75 per share. The tender offer expired on August 13, 2008. We purchased 171,832 shares of our Common Stock for an aggregate of approximately $2.3 million as a result of the tender offer and retired and cancelled those shares.

        The transactions with Vivendi described below were entered into in connection with the Combination before Vivendi and we were related parties.