UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
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x
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to Rule 14a-12
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Activision Blizzard, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Everyone,
Yesterday,
you heard the exciting news
that Microsoft will acquire Activision Blizzard. As Bobby shared, this is an opportunity for our company’s future and the future
of gaming.
This
is a testament to all of you and the incredible work you do day-to-day. Our passion, creativity, franchises and dedicated player communities
is what makes us attractive to so many great companies, including why Microsoft wants us to become a part of their family.
Together,
with Microsoft, we will take our experiences and content to new levels and create ways for us all to grow - individually and as a team
- while we continue the important cultural work that is needed. Microsoft CEO Satya Nadella reiterated this commitment in the investor call yesterday.
We
know you have a lot of questions and as you can imagine, transactions like this are complicated and evolving. We will provide updates
to you over the coming weeks and months, as we know more.
Nothing
changes for us immediately, as we expect this deal to close in Microsoft's fiscal year ending June 2023. In the meantime, we will
continue to be an independent company and we will run ourselves that way - with our relentless focus on taking care of each other and
serving our players with incredible content.
Looking
forward to this next chapter.
Thanks,
[INSERT
LEADER]
Forward-Looking
Statements
This
email contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction and business combination between Microsoft
Corporation (“Microsoft”) and Activision Blizzard, Inc. (“Activision Blizzard”), including statements regarding
the benefits of the transaction, the anticipated timing of the transaction and the products and markets of each company. These forward-looking
statements generally are identified by the words “believe,” “project,” “predicts,” “budget,”
“forecast,” “continue,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “could,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions (or the negative versions of such words or expressions). Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this email, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which
may adversely affect Activision Blizzard’s business and the price of the common stock of Activision Blizzard, (ii) the failure
to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders
of Activision Blizzard and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change
or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency
of the transaction on Activision Blizzard’s business relationships, operating results, and business generally, (v) risks that
the proposed transaction disrupts current plans and operations of Activision Blizzard or Microsoft and potential difficulties in Activision
Blizzard employee retention as a result of the transaction, (vi) risks related to diverting management’s attention from Activision
Blizzard’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against Microsoft
or against Activision Blizzard related to the merger agreement or the transaction, (viii) the ability of Microsoft to successfully
integrate Activision Blizzard’s operations, product lines, and technology, the impact of the COVID-19 pandemic on Activision Blizzard’s
business and general economic conditions, (ix) restrictions during the pendency of the proposed transaction that may impact Activision
Blizzard’s ability to pursue certain business opportunities or strategic transactions and (x) the ability of Microsoft to
implement its plans, forecasts, and other expectations with respect to Activision Blizzard’s business after the completion of the
proposed merger and realize additional opportunities for growth and innovation. In addition, please refer to the documents that Microsoft
and Activision Blizzard file with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. These filings
identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained
in the forward-looking statements set forth in this email. Forward-looking statements speak only as of the date they are made. Readers
are cautioned not to put undue reliance on forward-looking statements, and Microsoft and Activision Blizzard assume no obligation and
do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional
Information and Where to Find It
In
connection with the transaction, Activision Blizzard will file relevant materials with the SEC, including a proxy statement on Schedule
14A. Promptly after filing its definitive proxy statement with the SEC, Activision Blizzard will mail the definitive proxy statement
and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY HOLDERS
OF ACTIVISION BLIZZARD ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE TRANSACTION THAT ACTIVISION BLIZZARD WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ACTIVISION BLIZZARD AND THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement
and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Activision
Blizzard with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at Activision Blizzard’s
website (https://investor.Activision.com) or by writing to Activision Blizzard, Investor Relations, 3100 Ocean Park Boulevard, Santa
Monica, California, 90405.
Activision
Blizzard and certain of its directors and executive officers and other members of management and employees may be deemed to be participants
in the solicitation of proxies from Activision Blizzard’s stockholders with respect to the transaction. Information about Activision
Blizzard’s directors and executive officers and their ownership of Activision Blizzard’s common stock is set forth in Activision
Blizzard’s proxy statement on Schedule 14A filed with the SEC on April 30, 2021 as amended on May 3, 2021. To the extent
that holdings of Activision Blizzard’s securities have changed since the amounts printed in Activision Blizzard’s proxy statement,
such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding
the identity of the participants, and their direct or indirect interests in the transaction, by security holdings or otherwise, will
be set forth in the proxy statement and other materials to be filed with SEC in connection with the transaction.
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