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
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or is withdrawn (other than in circumstances where there is a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, on activisionblizzard.acquisitionoffer.com by no
later than 12 noon ET/New York time on November 11, 2015.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151110007049/en/
Activision BlizzardAmrita Ahuja, +1 310 255 2075Activision
Blizzard, SVP, Investor
RelationsAmrita.Ahuja@ActivisionBlizzard.com
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