ActivisionBlizzard: Preliminary Proxy Filed

Activision finally filed its preliminary proxy statement with the US Securities and Exchange Commission today. You can access it here.

In a nutshell, the proxy statement, when final, is the document describing the deal in excruciating detail that Activision will send to its stockholders when seeking their approval for the deal. There is a lot to digest here as is typical in business combination transactions of this nature.

To me the most interesting parts of the document to me would be “Risk Factors” which are supposed to be doom and gloom, but give insight into what the company believes its stockholders should be concerned about, and the “Background of the Transaction” section which gives a comprehensive, if antiseptic, blow-by-blow timeline of the deal.

Interesting that the deal started getting kicked around as early as November 2006 though discussions didn’t really get going in any significant way until Spring of 2007. Also interesting was that the deal, like all good deals, blew up twice– once in early June essentially over differences in price and again in September over “post-transaction corporate governance” which I read to be who’s running Blizzard after the deal closes.

The pivotal point seems to have been a dinner that Robert Kotick, CEO of Activision, had with Mike Morhaime and other members of Blizzard’s management in mid-September after the second blow up which seemed to break the log jam and ultimately resulted in the deal they announced in early December.

Lots of good stuff in there that deserves more time than I have today! Enjoy.

More Activision Blizzard FAQ

Yesterday, Activision posted the following FAQ on its employee website discussing a range of topics. As part of the pending deal, they were required to file it with the SEC so you can find it here.

Not a lot of red meat in there, but a couple of minor tidbits:

“4. Why is our company name going to change to Activision Blizzard?

The name change reflects the significant brand recognition, employee headcount and profit contribution that Blizzard will make to the combined organization.”

 

“Operating and Organizational Structure

1. Why will Blizzard operate as stand-alone business?

Blizzard currently operates as a separate business unit within the Vivendi Games organization. It has a unique business and revenue model and it makes good business sense to have it operate as a stand-alone business reporting to Mike Morhaime who, in turn, reports to Bobby.

The three Vivendi Games businesses that will report to Mike Griffith are more like the businesses that Activision currently operates.”

Its certainly not unique to this deal by any means, but you gotta love the B-Speak(tm) throughout:

“9. Are the Sierra businesses struggling?

The Sierra businesses are not yet generating an acceptable rate of return.

10. How will the performance of the Sierra businesses affect Activision?

We will evaluate the Sierra businesses through our normal business and greenlight processes to maximize the long term value creation potential.

11. Where will the cost savings come from?

Potential cost savings will be identified through the integration planning process.

12. What do we mean by “revenue synergies”?

“Revenue synergies” means using the combined scale and capabilities of the two companies to generate more revenue from what we make. For example, using the strength of our combined selling capabilities to generate more sales per title.”

Still waiting for the proxy to be filed.  Should be good stuff when it hits.