Activision’s $8.2 billion purchase of its stock from Vivendi, the video game publisher’s owner, is not a business combination because the two companies are separating and not consolidating, the Delaware Supreme Court has ruled. The court’s written opinion explained its reasoning when it reversed the Court of Chancery last month in a rare oral decision.
“This transaction does not involve any combination or intermingling of Vivendi’s and Activision’s businesses,” Justice Carolyn Berger said on behalf of the en banc court in Activision Blizzard v. Hayes. “Indeed, it is the opposite of a business combination. Two companies will be separating their business connection, leaving Vivendi as a minority stockholder without voting or board control over Activision. In sum, Section 9.1(b) plainly does not apply to the stock purchase under the” stock purchase agreement.
