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This excerpt taken from the ATVI 8-K filed Jul 15, 2008. Post-Closing Corporate Governance. In connection with the closing of the
Transactions, Activision’s certificate of incorporation and bylaws were amended
and restated to provide for, among other things, (a) the change of the combined 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 Company common stock, (d) certain
majority and minority stockholder protections, and (e) certain changes to
the structure of the board of directors of the Company.
As contemplated by the Business Combination Agreement, on or before July 16, 2008, the Company will commence a cash tender offer for up to 146.5 million of its shares at $27.50 per share. If the tender offer is fully subscribed, Vivendi and its subsidiaries are expected to own approximately 68.0% of the issued and outstanding shares of the Company’s common stock on a fully diluted basis.
THE TENDER OFFER REFERRED TO HEREIN HAS NOT YET COMMENCED. THE DESCRIPTION CONTAINED HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF COMPANY COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT THE COMPANY
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INTENDS TO FILE WITH THE SEC. ONCE FILED, COMPANY STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, COMPANY STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV, OR FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS.
The information in Item 1.01 above is incorporated herein by reference.
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