The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”), which you can access here. Because this website is just a summary, you should review the Notice for additional details.

ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF ACTIVISION BLIZZARD, INC. (“ACTIVISION”) COMMON STOCK WHO OWNED SUCH STOCK (OR ANY INTEREST THEREIN) AT ANY TIME FROM JANUARY 18, 2022, THROUGH OCTOBER 13, 2023 (THE “CLASS” AS DEFINED MORE FULLY in the Notice).

The purpose of the Notice is to inform you of the proposed settlement (the “Settlement”) of the above-captioned lawsuit (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”).

Please read all of the Notice carefully. Your rights will be affected by the legal proceedings in the Action. If the Court approves the proposed settlement (the “Settlement”) of the Action that is described in the Notice, you will be forever barred from contesting the fairness of the Settlement, or pursuing the Released Plaintiff’s Claims against the Released Defendant Parties (as defined in the Notice).

Pursuant to the Settlement, plaintiff and counterclaim defendant Sjunde AP-Fonden (“Plaintiff”), on behalf of itself and all other members of the Class (defined in the Notice), has agreed to settle and dismiss with prejudice its claims against defendant and counterclaim plaintiff Robert Kotick (“Kotick”), defendants Brian Kelly, Robert Morgado, Robert Corti, Hendrik Hartong III, Casey Wasserman, Peter Nolan, Dawn Ostroff, Barry Meyer, Reveta Bowers, and Kerry Carr (together with Kotick, the “Director Defendants”), and defendants and counterclaim plaintiffs Activision Blizzard, Inc. (“Activision”), which is the Successor to Anchorage Merger Sub Inc. (“Anchorage”), and Microsoft Corporation (“Microsoft”). The Action relates to Microsoft’s acquisition of Activision for $95.00 in cash per share (the “Merger”).  As part of the Settlement, each of Kotick, Microsoft, and Activision have agreed to settle and dismiss with prejudice their counterclaims against Plaintiff in connection with this Action.

This Action arises out of the Merger, pursuant to a January 18, 2022, Agreement and Plan of Merger (the “Merger Agreement”) and July 18, 2023, Merger Letter Agreement (the “Letter Agreement”). The Merger closed on October 13, 2023. In this Action, and as detailed in the Notice, Plaintiff asserted that: (i) Defendants allegedly violated multiple provisions of the Delaware General Corporation Law (“DGCL”) in connection with the negotiation, approval, and disclosure of the Merger and the Merger Agreement; (ii) Defendants allegedly closed a statutorily invalid Merger, and did so by filing a false merger certificate with the Delaware Secretary of State, both of which constituted conversion of the Activision stockholders’ shares (the “Conversion Claims”); (iii) the Director Defendants allegedly breached their fiduciary duties to Plaintiff and the Class in their negotiation, approval, and disclosure of the Merger and the Merger Agreement, and their negotiation and approval of the Letter Agreement; (iv) the Director Defendants allegedly committed knowing violations of law and intentional misconduct by failing to approve a statutorily compliant Merger Agreement, continuing the Merger through the Letter Agreement rather than addressing statutory defects, and closing an invalid Merger; (v) Activision’s payment of the $0.99 dividend in 2023 on shares of common stock held by Amber Holding Subsidiary Co., an Activision subsidiary, allegedly violated Delaware law and constituted breaches of fiduciary duty by the Director Defendants; and (vi) Microsoft allegedly aided and abetted the Director Defendants’ alleged breaches of fiduciary duty in connection with the Merger and the Letter Agreement. As explained in the Notice, the Court dismissed Plaintiff’s claims against (i) the Defendants for alleged violations of the appraisal statute; (ii) the Defendants for alleged conversion based on the execution of the Merger Agreement; (iii) the Director Defendants for alleged knowing violations of law and intentional misconduct; and (iv) Microsoft for alleged aiding and abetting. The Defendants deny Plaintiff’s remaining claims and allegations. Read the Notice for additional information.

If you held Activision common stock for the benefit of others, read the section of the Notice entitled “Instructions to Brokers and others who held for the benefit of others,” at page 15 of the Notice.

PLEASE NOTE: If you are a member of the Class, you will be bound by any judgement entered in the Action. You may not opt out of the Class.

Please Note: Settlement Payment Recipients do not have to submit a claim form or take any other action in order to receive payment.

Further Information:

For more details regarding this case, please reference the documents filed in the case under the "Court Documents" link above. You may also contact the Administrator for further information regarding this case. 

Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.