This excerpt taken from the ATVI DEFA14A filed Dec 5, 2007.
Thanks very much, Mario.
I think your question is a great one, Mario. Just to explain whats the rationale behind it and then how we put it in place I think will be very obvious when I explain what are the objectives. Its two steps because its got two objectives. The first objective is that we want it, and we will achieve, whatever happens, that Vivendi has at least 50%, in fact, at least 52% as things have been engineered, at least 52% of the combined entity.
Thats number one objective, and, at closing, this is done. Then the second objective is because there is what you could describe as a change in control, there is an opportunity for those shareholders of Activision who would like a cash exit opportunity to get a cash exit opportunity. It comprises on 50% of the current Activision shares. So that the current Activision shareholders know that at least for 50% of their shareholding, they will have an exit opportunity in cash at $27.50.
If this tender offer is fully subscribed, then automatically Vivendi - of course Vivendi will not bring any shares to the tender. Vivendi will automatically be - see its stake go up to 68%. So first step is at closing, objective is Vivendi a minimum of 50%, so if its 52%. Second step is after closing the tender offer, 50% of the current shares of Activision at least can be traded in cash at $27.50, which is quite a good premium over the recent trading average. And this will be achieved through the tender offer.