MERGER ARBITRAGE 25 February 2016 Should the Gameloft board reject the Vivendi offer (which we believe they are likely to), there are numerous takeover defences available to them in order to ward off an unwanted offer including a poison pill defence which would dilute Vivendi’s existing stake. Vivendi could also request a board seat or two, as they did in Telecom Italia without launching a proxy contest to replace the board if their mandatory offer fails. Only 1 member of the 7 member board is up for re-election in June this year, while another member will be up for re- election in June 2019 and the five Guillemot family members in June 2020. It is unclear whether Vivendi are keen to maintain cordial relations with the Guillemot family or if they would be open to a “fight” for control which may potentially take a significant amount of time before they are able to gain control of Gameloft. The AMF still have to approve Vivendi’s draft prospectus (filed on 18 February) before the offer can be formally launched. As Vivendi no longer own a stake in Activision Blizzard, there should not be any significant antitrust issues. We await the outcome of the Gameloft board meeting this week (the board have not given any indication of exactly when the meeting will be held). 2 | P a g e