Activision Blizzard (ATVI)

Combination of the Company and Vivendi Games

        On July 9, 2008, the parties to the Business Combination Agreement—the Company (then known as Activision, Inc.), Sego Merger Corporation, Vivendi, VGAC and Vivendi Games—consummated the Combination. In that transaction:

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a wholly-owned subsidiary of the Company merged with Vivendi Games, and VGAC, a wholly owned subsidiary of Vivendi and the former sole stockholder of Vivendi Games, received approximately 295.3 million newly issued shares of Common Stock; and



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VGAC purchased approximately 62.9 million newly issued shares of Common Stock.

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

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

        On July 16, 2008, the Company commenced a cash tender offer for up to 146.5 million shares of its Common Stock (representing approximately 22% of the outstanding shares of Common Stock as of July 9, 2008, the closing date of the Combination). If the tender offer is fully subscribed, Vivendi and its subsidiaries are expected to own approximately 68% of the outstanding shares of Common Stock. More information about the Combination and related transactions is contained in the Company's Proxy Statement filed with the SEC on June 6, 2008 and the offer to purchase, letter of transmittal and other related materials filed with the SEC on July 16, 2008. The tender offer is scheduled to expire at 5:00 pm (EST) on Wednesday, August 13, 2008, unless otherwise extended.

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