Provides clarification regarding irrevocable undertakings
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY RESTRICTED JURISDICTION
FOR IMMEDIATE RELEASE
SANTA MONICA, Calif.–(BUSINESS WIRE)–Activision Blizzard, Inc. (Nasdaq:ATVI) announced today that in relation to the Company’s proposed acquisition of King Digital Entertainment, previously announced on November 2, 2015, Activision Blizzard, Inc. and ABS Partners C.V. have received irrevocable undertakings from a majority in number of the holders of restricted shares (the “Restricted Share Irrevocable Undertakings”). The Restricted Share Irrevocable Undertakings are given by such persons in their capacity as holders of restricted shares and provide that they will vote in favour of the resolutions to be considered at the relevant class meetings relating to approval of the scheme of arrangement in respect of their entire beneficial holdings of restricted shares (as applicable) amounting to, in aggregate, 513,646 restricted shares which represents approximately 77.31% of the issued restricted share capital on November 10, 2015 (being the date of this announcement).
The Restricted Share Irrevocable Undertakings will lapse and cease to be binding if the transaction agreement between King Digital Entertainment plc, Activision Blizzard, Inc. and ABS Partners C.V. dated November 2, 2015 (the “Transaction Agreement”) is terminated in accordance with its terms.
In addition, following a request from the Irish Takeover Panel, we are happy to clarify the circumstances in which the irrevocable voting undertakings received from Messrs. Riccardo Zacconi, Stephane Kurgan and Sebastian Knutsson and Bellaria Holding S.à r.l. and Mr. Thomas Hartwig (the “Irrevocable Undertakings”) and Messrs. Robert Miller, Marcus Jacobs, Tjodolf Sommestad, Nicholas Pointon, Ms. Frances Williams and Jill Kyne (the “Linked Share Irrevocable Undertakings”), which were further described in the Rule 2.5 Announcement dated November 2, 2015 (the “Rule 2.5 Announcement”) will lapse and cease to be binding.
The Linked Share Irrevocable Undertakings will lapse and cease to be binding if the Transaction Agreement is terminated in accordance with its terms. The Irrevocable Undertakings will lapse and cease to be binding if: (i) the Transaction Agreement is terminated in accordance with its terms; (ii) the offer by way of scheme of arrangement announced in the Rule 2.5 Announcement lapses or is withdrawn (other than in circumstances where there is a switch from a scheme of arrangement to a tender offer) with, to the extent required, the approval of the Irish Takeover Panel or the High Court of Ireland; or (iii) if the scheme of arrangement (or following any switch to a tender offer, such tender offer) does not become effective or complete by the “End Date”.
The “End Date” for these purposes is the date that is six months after the date of the Rule 2.5 Announcement or, if later, the date that is four months after Activision Blizzard, Inc.’s election to implement the scheme of arrangement by way of a tender offer; provided, that if as of such date all conditions as set out in Appendix I of the Rule 2.5 Announcement (other than the conditions set out at paragraphs 2.3, 2.4, 3.1.1, 3.1.2 and 3.6) have been satisfied (or, in the sole discretion of the applicable party, waived (where permissible)) or would be satisfied (or, in the sole discretion of the applicable party, waived (where permissible)) if the scheme of arrangement or offer were completed on such date, the “End Date” will be the date that is nine months after the date of the Rule 2.5 Announcement (or such earlier date as may be specified by the Irish Takeover Panel, or such later date as ABS Partners C.V. and King Digital Entertainment plc may agree with (if required) the consent of the Irish Takeover Panel and the High Court of Ireland).
Responsibility for this Announcement
The directors of Activision Blizzard, Inc. and the sole manager of ABS Partners I, LLC (in its capacity as the general partner of ABS Partners C.V., a wholly-owned subsidiary of Activision Blizzard, Inc. formed for the purpose of acquiring King Digital Entertainment plc) accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Activision Blizzard, Inc. and the sole manager of ABS Partners I, LLC (in its capacity as the general partner of ABS Partners C.V.) (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Disclosure Requirements for Certain Holders of King Digital Entertainment plc Securities
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, “interested” (directly or indirectly) in, 1% or more of any class of “relevant securities” of King Digital Entertainment plc, all “dealings” in any “relevant securities” of King Digital Entertainment plc (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by not later than 3:30 pm ET/New York time on the “business day” following the date of the relevant transaction. This requirement will continue until the offer period ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of King Digital Entertainment plc, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all “dealings” in “relevant securities” of King Digital Entertainment plc by Activision Blizzard, Inc. or ABS Partners C.V. or by any party acting in concert with it, must also be disclosed by no later than 12 noon ET/New York time on the “business” day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website.
If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.
Publication on Website
A copy of the announcement will be made available by Activision Blizzard free of charge, subject to certain restrictions relating to persons in restricted jurisdictions, onactivisionblizzard.acquisitionoffer.com by no later than 12 noon ET/New York time on November 11, 2015.
Amrita Ahuja, +1 310 255 2075
Activision Blizzard, SVP, Investor Relations