Activision Blizzard (ATVI)

The Transaction is subject to conditions, including certain conditions that may not be satisfied, and may not be completed on a timely basis, or at all. Failure to consummate the Transaction could have material and adverse effects on Activision.

        The completion of the Transaction is subject to a number of conditions, which make the completion and timing of the completion of the Transaction uncertain.

        As discussed in the Preliminary Proxy Statement, the conditions to Vivendi's obligation to close the Transaction include the absence of any pending litigation commenced by any Activision stockholder after December 1, 2007 against Activision or any of its directors before any governmental entity relating to (a) the Business Combination Agreement, (b) any ancillary document thereto, or (c) the transactions contemplated by the Business Combination Agreement or the ancillary documents thereto that would render it impossible or unlawful to consummate the Transaction and the tender offer. On February 8, 2008, the Wayne County Employees' Retirement System filed a putative class action complaint against Activision, Merger Sub, Robert J. Corti, Ronald Doornink, Barbara S. Isgur, Robert A. Kotick, Brian G. Kelly, Robert J. Morgado, Peter J. Nolan, Richard Sarnoff, Vivendi, VGAC, and Vivendi Games challenging the Transaction. The defendants believe that plaintiff's claims are unsupported by law or facts and intend to defend themselves vigorously against the lawsuit. Because this case is in its early stages, however, an outcome cannot be predicted at this time, and we cannot be assured that it will not prevent or delay the consummation of the Transaction and/or result in substantial costs.

        If the Transaction is not completed on a timely basis, or at all, because of such lawsuit or otherwise, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Transaction, we will be subject to a number of risks, including the following:

•

we may be required to pay a termination fee of $180 million if the Transaction is terminated under certain circumstances, as described in the Business Combination Agreement;



•

we will be required to pay certain costs relating to the Transaction, such as legal, accounting, financial advisor and printing fees, whether or not the Transaction is completed; and

•

matters relating to the Transaction (including integration planning) may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us.

        In addition, we could also be subject to litigation related to any failure to complete the Transaction. If the Transaction is not completed on a timely basis, or at all, these risks may materialize and may adversely affect our business, financial results and stock price.

The Transaction is subject to conditions, including certain conditions that may not be satisfied, and may not be completed on a timely basis, or at all.
Failure to consummate the Transaction could have material and adverse effects on Activision.

        The completion of the Transaction is subject to a number of conditions, which make the completion and timing of the completion of the Transaction uncertain.

        As
discussed in the Preliminary Proxy Statement, the conditions to Vivendi's obligation to close the Transaction include the absence of any pending litigation commenced by any Activision
stockholder after December 1, 2007 against Activision or any of its directors before any governmental entity relating to (a) the Business Combination Agreement, (b) any ancillary
document thereto, or (c) the transactions contemplated by the Business Combination Agreement or the ancillary documents thereto that would render it impossible or unlawful to consummate the
Transaction and the tender offer. On February 8,
2008, the Wayne County Employees' Retirement System filed a putative class action complaint against Activision, Merger Sub, Robert J. Corti, Ronald Doornink, Barbara S. Isgur, Robert A. Kotick, Brian
G. Kelly, Robert J. Morgado, Peter J. Nolan, Richard Sarnoff, Vivendi, VGAC, and Vivendi Games challenging the Transaction. The defendants believe that plaintiff's claims are unsupported by law or
facts and intend to defend themselves vigorously against the lawsuit. Because this case is in its early stages, however, an outcome cannot be predicted at this time, and we cannot be assured that it
will not prevent or delay the consummation of the Transaction and/or result in substantial costs.

        If
the Transaction is not completed on a timely basis, or at all, because of such lawsuit or otherwise, our ongoing business may be adversely affected and, without realizing any of the
benefits of having completed the Transaction, we will be subject to a number of risks, including the following:

•

we
may be required to pay a termination fee of $180 million if the Transaction is terminated under certain circumstances, as described in the Business Combination
Agreement;




•

we
will be required to pay certain costs relating to the Transaction, such as legal, accounting, financial advisor and printing fees, whether or not the Transaction is
completed; and

•

matters
relating to the Transaction (including integration planning) may require substantial commitments of time and resources by our management, which could otherwise have
been devoted to other opportunities that may have been beneficial to us.

        In
addition, we could also be subject to litigation related to any failure to complete the Transaction. If the Transaction is not completed on a timely basis, or at all, these risks may
materialize and may adversely affect our business, financial results and stock price.

The completion of the Transaction is subject to a number of conditions.  Therefore, the completion and timing of completion of the Transaction is uncertain. If the Transaction is not completed on a timely basis, or at all, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Transaction, we will be subject to a number of risks, including the following:

· we may be required to pay a termination fee of $180 million if the Transaction is terminated under certain circumstances, as described in the Business Combination Agreement;

· we will be required to pay certain costs relating to the Transaction, such as legal, accounting, financial advisor and printing fees, whether or not the Transaction is completed; and

· matters relating to the Transaction (including integration planning) may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us.

In addition, we could also be subject to litigation related to any failure to complete the Transaction. If the Transaction is not completed on a timely basis, or at all, these risks may materialize and may adversely affect our business, financial results and stock price.