Activision Blizzard (ATVI)

We cannot complete the Transaction unless we receive various consents, orders, approvals and clearances from antitrust and other authorities in the United States and the European Union. Activision and Vivendi have made the required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the applicable waiting period has expired. However, we have yet to receive the requisite regulatory approvals from European Union authorities and there can be no assurance that we will receive such approvals. In addition, these authorities may impose conditions on the completion of the Transaction or require changes to the terms of the Business Combination Agreement. For example, the European Union may require divestiture of certain assets as a condition to the closing of the Transaction. Neither we nor Vivendi is obligated to agree to divest material assets as a condition of the closing of the Transaction. While we do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the Transaction or imposing additional costs on or limiting the revenues of the combined company, any of which may have an adverse effect on us following the completion of the proposed Transaction.