8-K
filed October 13, 2023, 7:59 PM ET
CIK 0000718877
M&A
confidence high
sentiment neutral
materiality 1.00
Activision Blizzard, Inc.: M&A transaction — Microsoft completes $69B acquisition of Activision Blizzard; ATVI shareholders receive $95/share cash
Activision Blizzard, Inc.
- Each share of ATVI converted into $95 cash; no stock consideration.
- ATVI delisted from Nasdaq; trading halted and Form 25 filed to deregister.
- All prior directors resigned; Keith Dolliver and Benjamin Orndorff appointed as directors.
- Activision Blizzard becomes wholly owned subsidiary of Microsoft Corporation.
- Certificate of incorporation and bylaws amended and restated effective at close.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Benjamin O. Orndorff was appointed as Director at Activision Blizzard, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Keith R. Dolliver and Benjamin O. Orndorff, who constituted the directors of Merger Sub as of immediately prior to the Effective Time, became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Keith R. Dolliver was appointed as Director at Activision Blizzard, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Keith R. Dolliver and Benjamin O. Orndorff, who constituted the directors of Merger Sub as of immediately prior to the Effective Time, became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Brian Kelly resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Dawn Ostroff resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert Corti resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Peter Nolan resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Reveta Bowers resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert Kotick resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert Morgado resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Barry Meyer resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kerry Carr resigned as Director at Activision Blizzard, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
As a result of the Merger and pursuant to the Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Activision Blizzard, Inc.: The bylaws of Activision Blizzard were amended and restated in their entirety at the Effective Time of the merger (effective 2023-10-13).
- Change
- bylaw amendment
- Effective
- 2023-10-13
Exact text from the filing
A copy of the Fourth Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Activision Blizzard, Inc.: Pursuant to Merger Agreement, the certificate of incorporation of Activision Blizzard was amended and restated in its entirety at the Effective Time of the merger (effective 2023-10-13).
- Change
- charter amendment
- Effective
- 2023-10-13
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Activision Blizzard, Inc. underwent a change of control involving Microsoft Corporation for $95.00 in cash (closed 2023-10-13).
- Action
- change of control
- Counterparty
- Microsoft Corporation
- Consideration
- $95.00 in cash
- Closing
- 2023-10-13
Exact text from the filing
nnounced transaction with Microsoft Corporation, a Washington corporation (“ Parent ”), pursuant to the Agreement and
View on SEC.gov
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