News
By: Nick Evanson Dec 02, 2007
Vivendi bails out of gaming - Activision picks up the pieces
Hot news for a Sunday. The media behemoth Vivendi has let go of its "interactive entertainment business" (ie. its gaming side of things) and let Activision have it all - officially, it's a combination of the two firms, but when the result is called Activision Blizzard, you know who's holding all the cards.
SANTA MONICA, Calif. & PARIS--(BUSINESS WIRE)--Activision, Inc. (NASDAQ: ATVI) and Vivendi (Euronext Paris: VIV) today announced that they have signed a definitive agreement to combine Vivendi Games, Vivendi's interactive entertainment business -- which includes Blizzard Entertainment’s® World of Warcraft®, the world’s #1 multi-player online role-playing game franchise -- with Activision, creating the world’s largest pure-play online and console game publisher. The new company, Activision Blizzard, is expected to have approximately $3.8 billion in pro forma combined calendar 2007 revenues and the highest operating margins of any major third-party video game publisher. On closing of the transaction, Activision will be renamed Activision Blizzard and will continue to operate as a public company traded on NASDAQ under the ticker ATVI.
Activision, one of the world’s leading independent publishers of interactive entertainment, is best known for its top-selling franchises, including Guitar Hero®, Call of Duty® and the Tony Hawk series, as well as Spider-Man™, X-Men™, Shrek®, James Bond™ and TRANSFORMERS™. Blizzard Entertainment, a division of Vivendi Games, has projected calendar 2007 revenues of $1.1 billion, operating margins of over 40% and approximately $520 million of operating profit. Blizzard owns the #1 multi-player online role-playing game franchise, World of Warcraft, which currently has over 9.3 million subscribers worldwide. Blizzard’s World of Warcraft, Warcraft®, StarCraft® and Diablo® games account for four of the top-five best-selling PC game titles of all time. Vivendi Games also owns popular franchises, including Crash Bandicoot™ and Spyro™. Pro forma for calendar 2007, Activision Blizzard expects to generate approximately 70% of its revenues from owned franchises. As a result of the business combination, Activision Blizzard expects to have the most diversified and broadest portfolio of interactive entertainment assets in its industry, positioning the combined company to capitalize on the continued worldwide growth in interactive entertainment.
Jean-Bernard Lévy, Chairman of the Management Board and Chief Executive Officer of Vivendi stated: “This alliance is a major strategic step for Vivendi and is another illustration of our drive to extend our presence in the entertainment sector. By combining Vivendi’s games business with Activision, we are creating a worldwide leader in a high-growth industry. We are excited about the opportunities for Activision Blizzard as a broader entertainment software platform. We believe this transaction will create significant value for Activision Blizzard and Vivendi stockholders. In Activision, we have found a partner with a highly complementary business and strong operating team. Bobby Kotick and Brian Kelly are industry pioneers, well known for creating shareholder value. The combined strength of the existing management teams at both companies will set the stage for further profitable growth of Activision Blizzard. We look forward to being an active and supportive majority stockholder in a company that is poised to lead the worldwide interactive entertainment industry in the years ahead.”
René Penisson, Member of the Management Board of Vivendi and current Chairman of Vivendi Games, added: “We are very confident that by combining forces, Activision Blizzard will set the highest standards in quality, reputation and profitability, and will bring together the best creative teams in the industry. The combination of this unique product portfolio with highly professional employees gives us great confidence in the growth prospects for Activision Blizzard.”
Said Robert Kotick, Activision's Chairman and Chief Executive Officer: “This is an outstanding transaction for Activision and our stockholders, as well as a pivotal event in the continuing transformation of the interactive entertainment industry. By combining leaders in mass-market entertainment and subscription-based online games, Activision Blizzard will be the only publisher with leading market positions across all categories of the rapidly growing interactive entertainment software industry and reach the broadest possible audiences. By joining forces with Vivendi Games, we will become the immediate leader in the highly profitable online games business and gain a large footprint in the rapidly growing Asian markets, including China and Korea, while maintaining our leading operating performance across North America and Europe. Activision stockholders will benefit from significantly increased earnings power and the recurring nature and predictability of subscription-based revenues, while also having the opportunity, if they choose, to receive $27.50 per share for a portion of their shares in the post-closing tender offer.”
Kotick continued: “Vivendi Games provides Activision with unique strategic and financial benefits and will allow us to leverage our franchises into emerging online opportunities as Blizzard has done so successfully. Activision has been very focused on margin expansion, and this transaction will meaningfully increase our overall operating margins as we expand our franchises online and in new geographies. Diversifying our revenue base among subscription-based online, console and PC formats, as well as wireless and casual emerging opportunities, gives us the broadest platform to capitalize on industry growth. With Blizzard’s successful franchises, such as World of Warcraft, StarCraft and an exciting pipeline of yet-to-be announced titles, Vivendi Games’ and Blizzard’s management team will join with Activision’s strong and experienced leaders to become an even more powerful force for innovation in online and offline interactive entertainment across a wide range of platforms. This transaction also provides a unique relationship with Universal Music Group – the world’s largest music company – which will benefit Guitar Hero and further extend our sizable leadership position in music-based games.”
Mike Morhaime, President and Chief Executive Officer of Blizzard, added: "Blizzard's industry-leading PC games business, with a track record of nine consecutive bestsellers and a global subscriber base of more than 9.3 million World of Warcraft players, is an exceptional fit for Activision's highly profitable console games business. From our interactions with the Activision team, it is clear we have much in common in terms of our approaches to game development and publishing. Above all, we are looking forward to continue creating great games for Blizzard gamers around the world, and we believe this new partnership will help us to do that even better than before.”
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Comments
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Copperhead
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2007-12-02
#1
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You misunderstood :
"The combination of Activision and Vivendi Games, Activision Blizzard, will create the world's largest, most profitable pure-play video game publisher with some of the most popular titles in the industry, including Guitar Hero®, Call of Duty®, Tony Hawk, World of Warcraft®, Starcraft® and Diablo®." |
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Neeyik
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2007-12-02
#2
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| Have you been keeping track of Vivendi's finances of late? They've not been good in the least bit and if this was a true combination of publishers, the new name would certainly reflect both companies, and not the publisher with the money and the developer that prints it. |
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ajbarnes
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2007-12-02
#3
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"Activision Blizzard" - just rolls off the tongue!
No surprise, I suppose, as Vivendi has been looking for a way to bail out of gaming for some time now.
Here's the part that explains the financials (emphasis mine):
Quote:
Under the terms of the agreement, Vivendi Games will be merged with a wholly owned subsidiary of Activision. In the merger, shares of Vivendi Games will be converted into 295.3 million new shares of Activision common stock. Based on the transaction price of $27.50 per share of Activision common stock, this implies a value of approximately $8.1 billion for Vivendi Games. Concurrently with the merger, Vivendi will purchase 62.9 million newly issued shares of
Activision common stock at a price of $27.50 per share - a premium of 31% to Activision's average closing price over the past 20 trading days - for a total of $1.7 billion in cash. As a result of these transactions, Vivendi will own an approximate 52% ownership stake in Activision Blizzard on a fully diluted basis.
Within five business days after closing the transaction, Activision Blizzard will launch a $4 billion all-cash tender offer to purchase up to 146.5 million Activision Blizzard common shares at $27.50 per share. The tender offer will be funded by Activision Blizzard's cash on hand at closing, including the $1.7 billion in cash received from the Vivendi share purchase. In addition, Vivendi has agreed to acquire from Activision Blizzard additional newly issued shares for up to an additional $700 million of Activision common stock at $27.50 per share, the proceeds of which would also be used to fund the tender offer. Any remaining funds required to complete the tender offer will be borrowed by Activision Blizzard from Vivendi or third-party lenders. If the tender offer is fully subscribed, Vivendi will own an approximate 68% ownership stake in Activision Blizzard on a fully diluted basis.
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A little bit of back-and-forth, but you get the idea. |
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Copperhead
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2007-12-02
#4
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"Vivendi will own an approximate 68% ownership stake in Activision Blizzard"
I don't see how they "bail out" , especially with the huge money coming in from WoW. |
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SilentOption_YG
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2007-12-02
#5
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| i wonder it's too late to buy to stock before the merger is complete. |
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Neeyik
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2007-12-02
#6
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| They will simply be a shareholder - they will no longer take an active role in console and PC game publishing. |
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Copperhead
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2007-12-02
#7
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| 68% is hardly a simple shareholder. |
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Neeyik
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2007-12-02
#8
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| Makes no difference, and I don't understand why you're trying to continue to argue the point. Vivendi have dropped out of game publishing - all of that work is being done by Activision (or, and this will take some getting used to, Activision Blizzard); they are simply taking a slice of the potential profits (assuming the share price maintains its value or increases). In many ways, their share of the new company is simply a big long stick to keep the bank wolves at bay. |
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Copperhead
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2007-12-02
#9
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I'm trying to argue the point because it seems i have a different opinion on this, even if you don't understand how that can be.
Vivendi wasn't doing the game related work at blizzard before and it will continue not to.
It hasn't "dropped" it, it's still the major share holder, rather than a "simple" one.There. |
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ajbarnes
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2007-12-02
#10
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Quote:
Originally Posted by Copperhead
I'm trying to argue the point because it seems i have a different opinion on this, even if you don't understand how that can be.
Vivendi wasn't doing the game related work at blizzard before and it will continue not to.
It hasn't "dropped" it, it's still the major share holder, rather than a "simple" one.There.
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Look at the stock purchasing going on to finance the deal, and then you'll understand that what's happening behind the scenes is a near-complete divestiture by Vivendi of their control (but not financial stake) in day-to-day publishing options.
Sure, they'll still have a say on the board, but the press release has a positive spin for a reason - Vivendi needs this deal in a bad way, and if it sounded as if they were liquidating key assets, then shareholders would begin to panic. |
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Copperhead
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2007-12-02
#11
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Quote:
Originally Posted by ajbarnes
Look at the stock purchasing going on to finance the deal, and then you'll understand that what's happening behind the scenes is a near-complete divestiture by Vivendi of their control (but not financial stake) in day-to-day publishing options.
Sure, they'll still have a say on the board, but the press release has a positive spin for a reason - Vivendi needs this deal in a bad way, and if it sounded as if they were liquidating key assets, then shareholders would begin to panic.
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How much of a say do you estimate they will have at 68% ? |
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Neeyik
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2007-12-02
#12
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Vivendi Games published games: that means that they funded their development, paid for marketing, handled PR and PR agencies, distribution and so on (WoW being a bit of an exception here due to Blizzard having enough of their own funds). Vivendi Games doesn't exist anymore - it's gone, no more, finito. The catalogue of titles that they had, for either publishing or distribution, have been passed on to Activision. Major shareholders may well have, in the contract, a say in the direction or management of a company, but they don't necessarily have to take part in any of the work (as is the case here). For example, Vivendi totally owns several record companies but they, themselves, don't record and produce records; they also have percentage slices of various TV companies, but again, they don't directly make programmes.
That's what is meant by the news title of "bails out of gaming" - for over 10 years, they've had a significant part in video game publishing, hands on as so to speak. That's all changed now: VG, Sierra, Blizzard, etc are out of their hands. Bit of a sad day really, but at least it's Activision that now pulls the strings... it could have been worse.
Quote:
Originally Posted by Copperhead
How much of a say do you estimate they will have at 68% ?
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The percentage might not guarantee any kind of significant say - it might just be fiscal weight. For example, I once worked for an oils business, a good few years back, that was owned by three shareholders, one of which had a 70% slice in the company. He never once appeared in any of the board meetings or had a say in the direction of the business. In the end it was bought out, he sold his share (making a nice chunk of money in the process) and I got made redundant... |
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ajbarnes
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2007-12-03
#13
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Quote:
Originally Posted by Neeyik
That's what is meant by the news title of "bails out of gaming" - for over 10 years, they've had a significant part in video game publishing, hands on as so to speak. That's all changed now: VG, Sierra, Blizzard, etc are out of their hands. Bit of a sad day really, but at least it's Activision that now pulls the strings... it could have been worse.
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EA Blizzard = BlizzEArd?
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