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Shareholder Class Action - Corporate Transactions
Activision, Inc. (Nasdaq: ATVI)
Complaints:
On February 8, 2008, Chimicles & Tikellis LLP filed a class action lawsuit in the Court of Chancery of Delaware against Activision, Inc. ("Activision" or the "Company") and its Board of Directors asserting claims for breaches of fiduciary duty against the directors of Activision, and claims for aiding and abetting the breaches against Vivendi S.A. ("Vivendi") and certain of its affiliates, in connection with the sale of voting control of Activision to Vivendi.
Agreements between Activision and Vivendi, will contemplate Vivendi's acquisition of 52% voting control of Activision in the form of newly issued Activision common stock in a merger of Vivendi's video game unit with Activision, forming "Activision Blizzard," and a simultaneous purchase by Vivendi of additional newly issued Activision shares. The transactions contemplated, if approved by the Activision stockholders, will shift control of Activision away from its public shareholders and into the hands of Vivendi. The only payment Activision's current stockholders can obtain in this sale of control to Vivendi is in the form of a tender offer to be commenced after the merger, in which a cash payment of $27.50 will be offered for just half of the currently outstanding Activision stock. Further, the Activision Board has agreed to certain post-merger governance provisions which purport to relieve Vivendi and its officers and directors including board designees from fiduciary responsibility outside the bounds permissible under Delaware law. Moreover, the Preliminary Proxy Statement filed by Activision is insufficient for Activision stockholders to make informed decisions whether to approve the sale of control to Vivendi.
The Class Action Complaint, among other things, seeks to enjoin the consummation of the Activision/Vivendi transactions under the terms and at the price currently proposed and without additional material disclosures that have to date been omitted from Activision's proxy materials filed with the SEC. Further, the Class Action Complaint seeks to require the Activision Board of Directors to take all steps necessary and proper to evaluate Activision's value maximizing strategic alternatives.
If you wish to discuss this Action further, have any questions concerning your rights or interests, would like to obtain a copy of C&T's Client Advisories on this matter, or need additional information on this Action please contact:
Robert J. Kriner, Jr. - E-Mail: rjk@chimicles.com
A. Zachary Naylor -- E-Mail: zn@chimicles.com
CHIMICLES & TIKELLIS LLP
One Rodney Square
P.O. Box 1035
Wilmington, Delaware 19899
(302) 656-2500
(302) 656-9053 (fax)
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