The Delaware Supreme Court today lifted the preliminary injunction freezing the separation of Activision Blizzard and its parent company Vivendi, the company announced today, allowing it and investor group ASAC II to finalize the required transactions by Oct. 15.
Activision Blizzard announced in late July that was breaking away from Vivendi Universal and buying itself back in a two-part share acquisition for $8.17 billion. The deal involved Activision buying back approximately 429 million shares from Vivendi for $5.83 billion. Investor group headed by the then Activision Blizzard CEO Bobby Kotick and co-chairman Brian Kelly, ASAC II, aim to purchase roughly 172 million Activision Blizzard shares from Vivendi for $2.34 billion.
A week after Activision Blizzard's separation announcement, shareholder Todd Miller filed a complaint against the company, its board of directors and Vivendi, claiming "breach of fiduciary duties, waste of corporate assets and unjust enrichment" and that ASAC II will "score an immediate paper windfall of $664 million." Hayes instigated the lawsuit in an attempt to stop the separation.
Ruled by Vice Chancellor Travis Laster and filed with Delaware Supreme Court, the preliminary injunction was issued on Sept. 18. It stated that the separation will remain frozen until the deal is approved by stockholder vote of non-Vivendi stockholders or the injunction is modified on appeal.
Late last month, the Delaware Supreme Court set an Oct. 10 hearing after Activision Blizzard and Vivendi filed an emergency appeal of the ruling that halted the separation. At the time, the Wall Street Journal reported that Activision told the court that there is no way to get a shareholder vote before the Oct. 15 termination on the agreement.
Activision Blizzard stated at the time that it was set on completing the deal and was "exploring the steps it will take to complete the transaction as expeditiously as possible." The company's lawyers had told the court that "the injunction leaves Activision and its stockholders in limbo and at risk of losing an $8 billion deal that will return the company to public control."
Update: Activision Blizzard announced on Friday afternoon that it had "successfully completed" the two-part acquisition from Vivendi.
"With the completion of this transaction we open a new chapter in the history of Activision Blizzard," said Activision Blizzard CEO Bobby Kotick. "We expect immediate shareholder benefits in the form of earnings-per-share accretion and strategic and operational independence. Our audiences and our incredibly talented employees around the world will benefit from a focused commitment to the creation of great games. Our shareholders and debt holders will have the benefit of an energized, invested, deeply committed management team focused on generating long-term, superior returns and effectively managing our capital structure."