Microsoft and Activision Blizzard launch private exchange offers and consent solicitations.

Microsoft and Activision Blizzard have announced exchange offers and consent solicitations for eligible holders to exchange outstanding notes issued by Activision Blizzard for new notes issued by Microsoft and cash, subject to the terms and conditions outlined in the offering memorandum and consent solicitation statement.

Microsoft and Activision Blizzard have announced a merger, with Activision Blizzard surviving as a wholly owned subsidiary of Microsoft.
Eligible holders who tender their existing Activision Blizzard notes before the early tender date will be eligible to receive the applicable total exchange consideration.
Microsoft will enter into a registration rights agreement to fulfill its obligations regarding the registration of the new notes.

In a joint announcement today, Microsoft Corporation and Activision Blizzard, Inc. revealed that Microsoft has initiated offers to eligible holders to exchange outstanding notes issued by Activision Blizzard for new notes issued by Microsoft and cash. This exchange is part of the previously announced merger between the two companies, with Activision Blizzard surviving as a wholly owned subsidiary of Microsoft.

Concurrently with the exchange offers, Activision Blizzard is soliciting consents from eligible holders to adopt proposed amendments to the indentures governing the existing Activision Blizzard notes. These amendments aim to eliminate certain covenants, restrictive provisions, and events of default from the indentures.

The exchange offers and consent solicitations are subject to the terms and conditions outlined in the offering memorandum and consent solicitation statement dated October 16, 2023. Microsoft has the discretion to terminate, withdraw, amend, or extend any of the exchange offers, as specified in the statement.

The completion of each exchange offer and consent solicitation is contingent upon the completion of the others. However, Microsoft holds the power to waive this condition at any time for an exchange offer, which would automatically waive the condition for the corresponding consent solicitation.

Eligible holders who tender their existing Activision Blizzard notes before the early tender date will be eligible to receive the applicable total exchange consideration. Those who tender after the early tender date but before the expiration date will be eligible for the applicable exchange consideration. Settlement dates will be determined by Microsoft.

The exchange offers and consent solicitations are only available to holders of existing Activision Blizzard notes who complete an eligibility letter confirming their status as “qualified institutional buyers” in the United States or non-U.S. persons outside of the United States who are eligible to participate under local laws.

Eligible holders located in or residents of Canada must also complete a Canadian supplemental eligibility letter to establish their eligibility and provide additional information required for Canadian securities regulatory reporting.

For more details on the terms and conditions, eligible holders can contact D.F. King & Co., Inc., the exchange agent and information agent, or visit the provided website.

It’s important to note that this press release does not constitute an offer to sell or purchase any security, nor does it solicit tenders or consents. The exchange offers and consent solicitations are solely made pursuant to the offering memorandum and consent solicitation statement and in compliance with applicable laws.

The new Microsoft notes have not been registered with the SEC or any state or foreign securities laws. Therefore, they may not be offered or sold in the United States or to any U.S. person without registration or an applicable exemption. Microsoft will enter into a registration rights agreement to fulfill its obligations regarding the registration of the new notes.

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Background Information

About Activision Blizzard:

Activision Blizzard is a major video game company known for popular franchises such as Call of Duty, World of Warcraft, and Overwatch. They are a leading publisher and developer in the gaming industry, with a strong global presence and a history of producing successful titles.

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About Microsoft:

Microsoft, founded by Bill Gates and Paul Allen in 1975 in Redmond, Washington, USA, is a technology giant known for its wide range of software products, including the Windows operating system, Office productivity suite, and cloud services like Azure. Microsoft also manufactures hardware, such as the Surface line of laptops and tablets, Xbox gaming consoles, and accessories.