UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 13, 2023, Microsoft Corporation, a Washington corporation (“Microsoft”), completed its previously announced acquisition of Activision Blizzard, Inc., a Delaware corporation (“Activision Blizzard”). Pursuant to the terms of the Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of January 18, 2022, by and among Microsoft, Activision Blizzard and Anchorage Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Microsoft (“Merger Sub”), at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Activision Blizzard (the “Merger”), with Activision Blizzard surviving the Merger as a wholly owned subsidiary of Microsoft.
At the Effective Time, each share of Activision Blizzard common stock, par value $0.000001 per share (the “Activision Blizzard Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Activision Blizzard Common Stock (i) held by Activision Blizzard as treasury stock (excluding certain shares of Activision Blizzard Common Stock held by a wholly owned subsidiary of Activision Blizzard, which shares remained outstanding and unaffected by the Merger), (ii) owned by Microsoft or Merger Sub, (iii) owned by any direct or indirect wholly owned subsidiary of Microsoft or Merger Sub or (iv) held by Activision Blizzard stockholders who neither voted in favor of adoption of the Merger Agreement nor consented thereto in writing and who had properly and validly exercised their statutory rights of appraisal in respect of such shares of Activision Blizzard Common Stock in accordance with Section 262 of the Delaware General Corporation Law, in each case, as of immediately prior to the Effective Time), was cancelled and automatically converted into the right to receive $95.00 in cash (the “Per Share Amount”), without interest.
In addition, at the Effective Time, subject to certain exceptions, unvested Activision Blizzard options and stock-based awards were assumed by Microsoft and converted into corresponding awards that are subject to shares of Microsoft common stock. Vested Activision Blizzard options and stock-based awards were cancelled and converted into the right to receive the Per Share Amount for each share of Activision Blizzard Common Stock underlying such awards (or, in the case of such options, the difference (if any) between the Per Share Amount and the applicable exercise price), less any applicable tax withholdings.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICROSOFT CORPORATION | ||
| (Registrant) | ||
| Date: October 13, 2023 | /S/ KEITH R. DOLLIVER | |
| Keith R. Dolliver | ||
| Corporate Secretary | ||