Activision Blizzard Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Corporation
January 18 2018 - 6:50PM
Business Wire
Activision Blizzard, Inc. (Nasdaq: ATVI) today announced it has
received notice of an unsolicited mini-tender offer by TRC Capital
Corporation to purchase up to 2 million shares of Activision
Blizzard common stock at a price of $63.25 per share in cash. TRC
Capital’s offering price is 4.7 percent below the closing price per
share of Activision Blizzard common stock on January 5, 2018, the
last trading day prior to the date of the offer to purchase, and
10.1 percent below the closing price of Activision Blizzard common
stock on January 17, 2018, the last trading day prior to the date
of this news release. The offer is for approximately 0.26 percent
of the Activision Blizzard common shares outstanding.
Activision Blizzard does not endorse TRC Capital’s unsolicited
mini-tender offer and recommends that stockholders not tender their
shares in response to the offer because the offer is at a price
below the current market price for Activision Blizzard shares and
is subject to many conditions. Activision Blizzard is not
associated in any way with TRC Capital, its mini-tender offer or
the offer documents.
TRC Capital has made many similar mini-tender offers for shares
of other companies. Mini-tender offers seek to acquire not more
than 5 percent of a company’s outstanding shares, thereby avoiding
many disclosure and procedural requirements of the U.S. Securities
and Exchange Commission (SEC) that apply to offers for more than 5
percent of a company’s outstanding shares. As a result, investors
are not provided with the same level of protections in mini-tender
offers as are provided for larger tender offers under U.S.
securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are “hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price.” More on the SEC’s
guidance to investors on mini-tender offers is available
at:https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html
Activision Blizzard urges investors to obtain current market
quotations for their shares, review the conditions to the offer,
consult with their broker or financial advisor and exercise caution
with respect to TRC Capital’s offer. Activision Blizzard recommends
that stockholders who have not responded to TRC Capital’s offer
take no action. Stockholders who have already tendered their shares
may withdraw them at any time prior to the expiration of the offer
by following the procedures described in TRC Capital’s offering
documents. The offer is currently scheduled to expire at 12:01 a.m.
New York City time on Wednesday, February 7, 2018. TRC Capital may
extend the offering period in its discretion.
Activision Blizzard encourages brokers and dealers, as well as
other market participants, to review the SEC’s letter regarding
broker-dealer mini-tender offer dissemination and disclosure at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Activision Blizzard requests that a copy of this press release
be included with all distributions of materials relating to TRC
Capital’s mini-tender offer related to Activision Blizzard’s shares
of common stock.
About Activision Blizzard
Activision Blizzard, Inc., a member of the Fortune 500 and
S&P 500, is the world's most successful standalone interactive
entertainment company. We delight hundreds of millions of monthly
active users around the world through franchises including
Activision's Call of Duty®, Destiny and Skylanders®, Blizzard
Entertainment's World of Warcraft®, Overwatch®, Hearthstone®,
Diablo®, StarCraft®, and Heroes of the Storm®, and King's Candy
Crush™, Pet Rescue™, Bubble Witch™ and Farm Heroes™. The company is
one of the Fortune "100 Best Companies to Work For®." Headquartered
in Santa Monica, California, Activision Blizzard has operations
throughout the world, and its games are played in 196 countries.
More information about Activision Blizzard and its products can be
found on the company's website, www.activisionblizzard.com.
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