Microsoft to acquire Activision Blizzard to bring the joy and community of gaming to everyone, across every device

Microsoft Corp.

PR94119

 

REDMOND, Wash. and SANTA MONICA, Calif., Jan. 19, 2022 /PRNewswire=KYODO JBN/ --

 

- Legendary games, immersive interactive entertainment and publishing expertise

accelerate growth in Microsoft's Gaming business across mobile, PC, console and

cloud.  

 

With three billion people actively playing games today, and fueled by a new

generation steeped in the joys of interactive entertainment, gaming is now the

largest and fastest-growing form of entertainment. Today, Microsoft Corp.

(Nasdaq: MSFT) announced plans to acquire Activision Blizzard Inc. (Nasdaq:

ATVI), a leader in game development and interactive entertainment content

publisher. This acquisition will accelerate the growth in Microsoft's gaming

business across mobile, PC, console and cloud and will provide building blocks

for the metaverse.

 

Photo -

https://mma.prnewswire.com/media/1728619/Microsoft_Activision_Blizzard.jpg  

Logo - https://mma.prnewswire.com/media/1702517/Microsoft_Company_Logo.jpg  

 

Microsoft will acquire Activision Blizzard for $95.00 per share, in an all-cash

transaction valued at $68.7 billion, inclusive of Activision Blizzard's net

cash. When the transaction closes, Microsoft will become the world's

third-largest gaming company by revenue, behind Tencent and Sony. The planned

acquisition includes iconic franchises from the Activision, Blizzard and King

studios like "Warcraft," "Diablo," "Overwatch," "Call of Duty" and "Candy

Crush," in addition to global eSports activities through Major League Gaming.

The company has studios around the word with nearly 10,000 employees.

 

Bobby Kotick will continue to serve as CEO of Activision Blizzard, and he and

his team will maintain their focus on driving efforts to further strengthen the

company's culture and accelerate business growth. Once the deal closes, the

Activision Blizzard business will report to Phil Spencer, CEO, Microsoft

Gaming.

 

"Gaming is the most dynamic and exciting category in entertainment across all

platforms today and will play a key role in the development of metaverse

platforms," said Satya Nadella, chairman and CEO, Microsoft. "We're investing

deeply in world-class content, community and the cloud to usher in a new era of

gaming that puts players and creators first and makes gaming safe, inclusive

and accessible to all."

 

"Players everywhere love Activision Blizzard games, and we believe the creative

teams have their best work in front of them," said Phil Spencer, CEO, Microsoft

Gaming. "Together we will build a future where people can play the games they

want, virtually anywhere they want."

 

"For more than 30 years our incredibly talented teams have created some of the

most successful games," said Bobby Kotick, CEO, Activision Blizzard. "The

combination of Activision Blizzard's world-class talent and extraordinary

franchises with Microsoft's technology, distribution, access to talent,

ambitious vision and shared commitment to gaming and inclusion will help ensure

our continued success in an increasingly competitive industry."

 

Mobile is the largest segment in gaming, with nearly 95% of all players

globally enjoying games on mobile. Through great teams and great technology,

Microsoft and Activision Blizzard will empower players to enjoy the

most-immersive franchises, like "Halo" and "Warcraft," virtually anywhere they

want. And with games like "Candy Crush," Activision Blizzard’s mobile business

represents a significant presence and opportunity for Microsoft in this

fast-growing segment.

 

The acquisition also bolsters Microsoft's Game Pass portfolio with plans to

launch Activision Blizzard games into Game Pass, which has reached a new

milestone of over 25 million subscribers. With Activision Blizzard's nearly 400

million monthly active players in 190 countries and three billion-dollar

franchises, this acquisition will make Game Pass one of the most compelling and

diverse lineups of gaming content in the industry. Upon close, Microsoft will

have 30 internal game development studios, along with additional publishing and

esports production capabilities.

 

The transaction is subject to customary closing conditions and completion of

regulatory review and Activision Blizzard's shareholder approval. The deal is

expected to close in fiscal year 2023 and will be accretive to non-GAAP

earnings per share upon close. The transaction has been approved by the boards

of directors of both Microsoft and Activision Blizzard.

 

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to Microsoft and

Simpson Thacher & Bartlett LLP is serving as legal counsel. Allen & Company LLC

is acting as financial advisor to Activision Blizzard and Skadden, Arps, Slate,

Meagher & Flom LLP is serving as legal counsel.

 

Webcast details

 

Microsoft Chairman and CEO Satya Nadella; Bobby Kotick, CEO, Activision

Blizzard; CEO, Microsoft Gaming, Phil Spencer; and Microsoft Chief Financial

Officer Amy Hood will host a webcast for investors and media on Jan. 18, 2022,

at 6 a.m. Pacific time/9 a.m. Eastern time regarding this transaction.

 

    -- U.S.: (877) 407-0666 (no password required)  

    -- International: +1-201-689-8023 (no password required)

    -- Webcast: https://aka.ms/MS-Investor-Call

 

There will be a recording of the conference call available shortly after the

call until Friday, Jan. 28, 2022, at 5 p.m. Pacific time. To access that

recording:

 

    -- U.S.: (877) 660-6853

    -- International: +1 (201) 612-7415

    -- Conference ID: 13726291

 

For more information, please visit the blog post (

https://c212.net/c/link/?t=0&l=en&o=3415968-1&h=1045099665&u=https%3A%2F%2Fnews.xbox.com%2Fen-us%2F2022%2F01%2F18%2Fwelcoming-activision-blizzard-to-microsoft-gaming%2F&a=blog+post%C2%A0

) from Phil Spencer, CEO, Microsoft Gaming. Related imagery (

https://c212.net/c/link/?t=0&l=en&o=3415968-1&h=325927314&u=https%3A%2F%2Fnews.microsoft.com%2F%3Fpost_type%3Dfeatures%26p%3D445014&a=imagery

) is also available. For broadcast quality b-roll and audio, please contact

XboxPress@assemblyinc.com.

 

Fast facts on gaming

 

    -- The $200+ billion gaming industry is the largest and fastest-growing

       form of entertainment.

    -- In 2021 alone, the total number of video game releases was up 64%

       compared to 2020 and 51% of players in the U.S. reported spending more

       than 7 hours per week playing across console, PC and mobile.

    -- 3 billion people globally play games today, which we expect to grow to

       4.5 billion by 2030.

    -- More than 100 million gamers, including over 25 million Xbox Game Pass

       members, play Xbox games across console, PC, mobile phones and tablets

       each month.

 

About Microsoft

Microsoft (Nasdaq "MSFT" @microsoft) enables digital transformation for the era

of an intelligent cloud and an intelligent edge. Its mission is to empower

every person and every organization on the planet to achieve more.

 

About Activision Blizzard

Our mission, to connect and engage the world through epic entertainment has

never been more important. Through communities rooted in our video game

franchises we enable hundreds of millions of people to experience joy, thrill

and achievement. We enable social connections through the lens of fun, and we

foster purpose and meaning through competitive gaming. Video games, unlike any

other social or entertainment media, have the ability to break down barriers

that can inhibit tolerance and understanding. Celebrating differences is at the

core of our culture and ensures we can create games for players of diverse

backgrounds in the 190 countries our games are played.

 

As a member of the Fortune 500 and as a component company of the S&P 500, we

have an extraordinary track record of delivering superior shareholder returns

for over 30 years. Our sustained success has enabled the company to support

corporate social responsibility initiatives that are directly tied to our

franchises. As an example, our Call of Duty Endowment has helped find

employment for over 90,000 veterans.

Learn more information about Activision Blizzard and how we connect and engage

the world through epic entertainment on the company’s website,

www.activisionblizzard.com 

 

Forward-looking statements

This presentation 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 and 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 presentation, 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, and (ix) 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 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 press release. 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, Inc. 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

the Activision Blizzard 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. 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.

 

SOURCE  Microsoft Corp.

 

CONTACT: Microsoft Media Relations, Assembly Media for Microsoft,

XboxPress@assemblyinc.com; financial analysts and investors only: Brett

Iversen, General Manager, Investor Relations, +1 (425) 706-4400; Note to

editors: For more information, news and perspectives from Microsoft, please

visit the Microsoft News Center at http://www.microsoft.com/news. Web links,

telephone numbers and titles were correct at time of publication, but may since

have changed. Shareholder and financial information, as well as today's 6:00

a.m. Pacific time conference call with investors and analysts, is available at

http://www.microsoft.com/en-us/investor.

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