253
Annual Report -
2013
-
Vivendi
4
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |
Consolidated
Financial Statements
| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
Note 7. Discontinued operations
■
■
Commitments given in connection with the sale
of Activision Blizzard
As part of the sale of 88% of Vivendi’s interest in Activision Blizzard
which was completed on October 11, 2013 (the “Closing Date”), Vivendi,
ASAC II LP, and Activision Blizzard gave certain reciprocal commitments
customary for this type of transaction (representations, warranties, and
covenants). Vivendi, ASAC II LP, and Activision Blizzard undertook to
indemnify each other against any losses stemming from any breach of
their respective commitments. Such indemnification is unlimited as to
time and amount.
In addition, Vivendi has agreed to indemnify Activision Blizzard with
respect to any tax or other liabilities of Amber Holding Subsidiary
Co. (“Amber”), the Vivendi subsidiary acquired by Activision Blizzard,
relating to periods preceding the Closing Date. Such indemnification is
unlimited as to time and amount. Tax attributes (mainly net operating
loss) held by Amber and assumed by Activision Blizzard were estimated
at more than $700 million, which represent a potential future tax
benefit of approximately $245 million. Vivendi agreed to indemnify
Activision Blizzard, under certain circumstances, with respect to these
tax attributes, subject to a cap of $200 million limited to taxable years
ending on or prior to December 31, 2016.
Finally, the 83 million Activision Blizzard shares Vivendi retained are
subject to a two-tiered lock-up provision:
during the 180 day period following the Closing Date (i.e., until
April 9, 2014), Vivendi cannot sell, transfer, hedge or otherwise
dispose of any Activision Blizzard shares directly or indirectly;
during the 90 day period following the expiry of this first lock-up
period (i.e., from April 10 through July 9, 2014), Vivendi can sell
Activision Blizzard shares provided they constitute no more than the
lesser of 50% of Vivendi’s 83 million remaining shares and 9% of
the outstanding shares of Activision Blizzard; and
following this 90 day sale window, Vivendi is subject to another
180 day lock-up provision (i.e., from July 10, 2014 through
January 7, 2015).
Thereafter, Vivendi may sell its remaining Activision Blizzard shares
without restriction.
Activision Blizzard has agreed to file a registration statement prior
to each sale window to enable Vivendi to sell the Activision Blizzard
shares in a public offering.
Prior to any sale of Activision Blizzard shares by Vivendi in a market
offering that occurs prior to the second anniversary of the Closing
Date (October 11, 2015), Vivendi must notify Activision Blizzard of its
intention to sell shares and Activision Blizzard may, at its election, offer
to purchase some or all of the shares that Vivendi intends to sell in
such market offering. Vivendi may accept or decline such offer at its
sole discretion.
ASAC II LP is also subject to a lock-up provision of 180 days following
the Closing Date (i.e., until April 9, 2014), provided that it may sell its
Activision Blizzard shares so long as the net proceeds from such sales
are used to pay amounts under its loans.
7.1.1.
Statement of Earnings
Given the deconsolidation of Activision Blizzard on October 11, 2013,
the line “Earnings from discontinued operations” takes into account
Activision Blizzard until that date. The capital gain on divestiture from
the sale of Activision Blizzard as well as the change in the value of
the remaining 83 million Activision Blizzard shares were recorded under
the line “Earnings from discontinued operations” for €2,915 million and
€245 million, respectively.
Activision Blizzard
(in millions of euros)
Year ended December 31,
2013
2012
Revenues
2,328
3,768
EBITDA
989
1,315
Adjusted earnings before interest and income taxes (EBITA)
895
1,149
Earnings before interest and income taxes (EBIT)
891
1,128
Earnings before provision for income taxes
846
1,131
Provision for income taxes
(154)
(258)
Activision Blizzard’s earnings
692
873
Capital gain on the divestiture of Activision Blizzard
2,915
-
Change in value of the remaining interest in Activision Blizzard
245
-
Earnings from discontinued operations
3,852
873
of which attributable to Vivendi SA shareowners
3,583
536
non-controlling interests
269
337
