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.