Shareholder files complaint alleging conflicts of interest, unjust enrichment, breach of fiduciary duty
Cash-strapped Vivendi found a buyer for Activision Blizzard last week when it announced a deal to sell most of its stake to two parties: the publisher itself, and an investment group led by current Activision Blizzard executives Bobby Kotick and Brian Kelly. That proposal has met some resistance, as Courthouse News reports that Activision Blizzard shareholder Todd Miller has filed a complaint against the company to stop the deal from going through.
The suit alleges breach of fiduciary duties, waste of corporate assets and unjust enrichment on the parts of Vivendi as well as Activision Blizzard and its board of directors. The plaintiff claims the deal shortchanges shareholders by selling 172 million shares to Kotick and Kelly’s investment group at a 10 percent discount on the company’s closing price the day before the deal was announced. That discount effectively gives the group an instant windfall of $664 million, allowing Kotick and Kelly to take control of the company without benefiting Activision Blizzard or its existing shareholders, according to the complaint. (If the deal goes through, the investment group would be Activision Blizzard’s largest shareholder.)
“(T)here was no apparent business purpose in allowing the insider investor group to participate in the discounted stock offering, other than to aggrandize defendants Kotick and Kelly and provide billions of dollars’ worth of Activision stock to the insider investor group at a discounted price,” the lawsuit states.
As for Vivendi, Miller claims the company is desperate for cash due to $17 billion in debt, a situation that created conflicts of interest for the majority of Activision Blizzard’s board of directors, six of whom currently serve as board members or executives at Vivendi. Miller argues that situation made them beholden to Vivendi rather than Activision shareholders, and notes they will all be retiring from their roles on Activision’s board if the buyback goes through.
Miller is asking for the transaction to be rescinded and for a judge to prohibit such “one-sided self-dealing” in the future. Activision had not responded to a request for comment as of press time.
Shortly following the departures of respective longtime hosts Adam Sessler andKevin Pereira, X-Play and Attack of the Show – programs seen as the final vanguards of gaming and technology coverage on the network – have now been cancelled.
With well over a thousand episodes each, Attack of the Show! and X-Play have defined gamer culture for a generation, serving as the launch pad for prominent personalities including Kevin Pereira, Olivia Munn, Chris Hardwick and Adam Sessler. Attack of the Show! debuted March 28, 2005 and from the start was the ultimate guide to everything cool and new in the world of technology, web culture, gaming and pop culture. X-Play made its debut almost two years earlier, on April 28, 2003 (on G4’s previous incarnation: TechTV), and immediately became the go-to destination for young men seeking the latest video game news, honest reviews, hands-on demos and exclusive video game trailers and footage. The year-end celebration will take you back through highlights of these landmark shows’ history, including its exclusive live-from-the-floor coverage of San Diego Comic-Con and E3.
attack of the show
G4’s two longest-running and defining series, Attack of the Show! and X-Play, will be ending their run at the end of 2012. Both shows will include original episodes through the end of the year, and will look back at theirmost memorable moments as we lead up to their final episodes. A rotating lineup of guest co-hosts including John Barrowman, Michael Ian Black, Josh Myers, Paul Scheer, Rob Huebel and Horatio Sanz will join AOTS hosts Candace Bailey and Sara Underwood, and X-Play hosts Morgan Webb and Blair Herter as part of the farewell shows.
Both long-running shows helped define, as well as expand, the pop culture and gaming TV experience for a generation. We hope you’ve had as much fun watching them as we have had making them, and sincerely hope you join us in bidding a fond farewell to Attack of the Show and X-Play’s as we look back over the next two months and head towards each series’ finale.
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