The $8.17 billion deal between Vivendi, Activision, and a third-party investment group will move ahead, and Activision chief executive Bobby Kotick and his friends will take over about a quarter of the publisher at a deep discount.
The Delaware Supreme Court today overturned a lower-court ruling that halted the buyout. Delaware Chief Justice Myron Steele announced that the court unanimously found that the proposal does not need the approval of minority shareholders.
A minority stakeholder sued the Activision board to prevent it and Kotick’s private investor group from purchasing $8.17 billion in stock back from French multimedia conglomerate Vivendi. The suit, filed by investor Douglas Hayes, claimed that Kotick and his other investors were inappropriately enriching themselves at the expense of the shareholders. The lesser Delaware Court of Chancery agreed with Hayes. That judge put an injunction on the deal and claimed that the Activision board needed the approval of minority investors.
The state’s Supreme Court ruling dissolves that injunction and reverses the Court of Chancery’s decision. Activision and Vivendi released a statement today claiming they expect to finalize the deal by Oct. 15.
The buyback will make Activision an independent company and its own majority shareholder. It has Activision purchasing around 429 million of its own shares for $5.83 billion in cash at $13.60 per share. Separately, ASAC II LP, the new investment group led by Kotick and Activision co-chairman Brian Kelly, will purchase around 172 million shares for $2.34 billion, also at $13.60 per share.
Activision’s share price is currently trading at $17.04. The original Hayes complaint noted that Kotick and his investment partners were able to purchase nearly a quarter of the company at a discount. While Hayes finds that unfair, it is legal, according to the state of Delaware.