[Insider Gaming] Investors Demand Ubisoft to Renegotiate Tencent Subsidiary Deal and Initiate Legal Proceedings

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A minority shareholder and a growing coalition of shareholders have issued an open letter to Ubisoft to initiate legal proceedings around the recently announced Ubisoft and Tencent subsidiary deal.

In an open letter to Ubisoft, which was sent to Insider Gaming, the letter demands that Ubisoft hold an Extraordinary General Meeting (EGM) to give shareholders the right to vote on the recent subsidiary deal. For those not in the know, an EGM is a special kind of meeting that's held outside of the general annual general meeting (AGM) to discuss significant issues that cannot wait.

The letter, which was sent by the minority shareholder AJ Investments demands that shareholders can vote on two separate resolutions when it comes to the Tencent deal.

Resolution 1 is to renegotiate the Tencent deal and have it restructured into a direct asset sale for no less than €4 billion, which is roughly the valuation already accepted by both Tencent and Ubisoft's board. AJ Investments says that at the moment, "moment, shareholders have no clarity how the deal that was announced last week will eventually benefit shareholders of Ubisoft."

Resolution 2 for the EGM would be to vote on a distribution of a Extraordinary Dividend. It's said that following the sale (if shareholders vote for it), "Ubisoft shall return €23 per share in cash to shareholders (totalling €3 billion), while preserving."

AJ Investments say that the reason for such extreme measures is because "shareholders are not sure whether they will get a significant benefit from this transaction. Ubisoft's share price fell by more than 20% on unusually high volume. This signals a clear verdict from investors — the proposed deal is deeply flawed, structured to bypass mandatory public offer rules, and designed to entrench control by the Guillemot family, who now hold less than 10% of the company's economic interest."

Following the deal of the announcement and at the time of writing, Ubisoft stock has fallen 24% since the subsidiary deal announcement, which will see three of Ubisoft's most valuable IP's move to a new subsidiary.

You can read the full open letter to Ubisoft below:

PRESS RELEASE

AJ Investments and Shareholder Coalition wants clarity on the transaction with Tencent, vote on EGM

Bratislava / Paris – April 2, 2025 –
In direct response to Ubisoft's decision to transfer the IP and related rights of three major gaming franchises (Assassin Creed, Far Cry and Rainbow Siege) into a newly created subsidiary—before raising €1.16 billion from Tencent in exchange for a 25% ownership stake (implying a pre-money valuation of €4 billion)—AJ Investments, alongside a growing coalition of shareholders, is initiating legal proceedings in France.

We are demanding that a French court compel Ubisoft to convene an Extraordinary General Meeting (EGM), giving all shareholders the right to vote on two critical resolutions:

  1. Renegotiate the Tencent Deal – This transaction must be restructured into a direct asset sale to Tencent for no less than €4 billion, the valuation already accepted by both Tencent and Ubisoft's board. At the moment, shareholders have no clarity how the deal that was announced last week will eventually benefit shareholders of Ubisoft.
  2. Distribute an Extraordinary Dividend – Following the sale, Ubisoft shall return €23 per share in cash to shareholders (totaling €3 billion), while preserving €1 billion to cover remaining corporate net debt.
Additionally, we will seek a ruling that:

  • Tencent be excluded from voting, due to its direct interest in the outcome of the
    transaction.
  • Guillemot Brothers Holding's voting rights be limited to their non-Tencent-linked shares.
The market's reaction to this deal is clear that shareholders are not sure whether they will get a significant benefit from this transaction. Ubisoft's share price fell by more than 20% on unusually high volume. This signals a clear verdict from investors — the proposed deal is deeply flawed, structured to bypass mandatory public offer rules, and designed to entrench control by the Guillemot family, who now hold less than 10% of the company's economic interest.

We believe this is a critical moment for shareholders. Without immediate intervention, the company may pursue further asset sales or dilution without delivering value to shareholders. In contrast, a simple vote at an EGM could deliver €23 per share in cash ( €3 billion valuation, source: Euronext outstanding shares for calculation)—more than double the current share price—and restore shareholder trust in Ubisoft's future.

We suggest that management will explain the benefits of the deal to the shareholders in detail (not 2 A4 pages from where many details are not clear) as the owners of the business and we will have a vote on it. Sell the core IPs to the Tencent as a whole or sell them the 25% stake in a subsidiary that was already announced. Shareholders will choose what they prefer.

We call on all minority shareholders to join us now in this legal effort to protect value and demand accountability. The time to act is today—before the damage becomes irreversible.

 
AJ Investments

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You can be sure the move to a new subsidiary it Yves preparing to crash the company and salvage the most valuable thing without being burdened by multiple studios, employees, and labor laws.
 
I'm sure its just the loud few that are doing this, the grand majority of these investors are probably overjoyed with the fact that Yves didn't bother telling them of these boring dealings with Tencent that are of absolutely no concern to them.
 
A minority shareholder and a growing coalition of shareholders have issued an open letter to Ubisoft to initiate legal proceedings around the recently announced Ubisoft and Tencent subsidiary deal.

In an open letter to Ubisoft, which was sent to Insider Gaming, the letter demands that Ubisoft hold an Extraordinary General Meeting (EGM) to give shareholders the right to vote on the recent subsidiary deal. For those not in the know, an EGM is a special kind of meeting that's held outside of the general annual general meeting (AGM) to discuss significant issues that cannot wait.

The letter, which was sent by the minority shareholder AJ Investments demands that shareholders can vote on two separate resolutions when it comes to the Tencent deal.

Resolution 1 is to renegotiate the Tencent deal and have it restructured into a direct asset sale for no less than €4 billion, which is roughly the valuation already accepted by both Tencent and Ubisoft's board. AJ Investments says that at the moment, "moment, shareholders have no clarity how the deal that was announced last week will eventually benefit shareholders of Ubisoft."

Resolution 2 for the EGM would be to vote on a distribution of a Extraordinary Dividend. It's said that following the sale (if shareholders vote for it), "Ubisoft shall return €23 per share in cash to shareholders (totalling €3 billion), while preserving."

AJ Investments say that the reason for such extreme measures is because "shareholders are not sure whether they will get a significant benefit from this transaction. Ubisoft's share price fell by more than 20% on unusually high volume. This signals a clear verdict from investors — the proposed deal is deeply flawed, structured to bypass mandatory public offer rules, and designed to entrench control by the Guillemot family, who now hold less than 10% of the company's economic interest."

Following the deal of the announcement and at the time of writing, Ubisoft stock has fallen 24% since the subsidiary deal announcement, which will see three of Ubisoft's most valuable IP's move to a new subsidiary.

You can read the full open letter to Ubisoft below:



I'm not surprised and you would expect this to be successful IMO, because explaining this change to literally anyone that's old enough to understand the word fraud would probably ask if it was legal to do this.

Ubisoft's board are surely legally required to act in the interest of every shareholder, even someone with just one? and IMO it is virtually impossible to make the argument on balance of probabilities that this is what they are doing here, or am I just too cynical?
 
Lol I immediately knew it was AJ Investments as soon as I saw the headline.

These guys are probably deep underwater on their Ubi investment and are banging the asylum walls to get out.
 
Ubisoft in some "positive" vibes as usual these days. Good luck and enjoy, because I'm enjoying your shitshow.
 
Ubisoft's board are surely legally required to act in the interest of every shareholder, even someone with just one? and IMO it is virtually impossible to make the argument on balance of probabilities that this is what they are doing here, or am I just too cynical?
You're not.
 
Ubisoft's board are surely legally required to act in the interest of every shareholder, even someone with just one? and IMO it is virtually impossible to make the argument on balance of probabilities that this is what they are doing here, or am I just too cynical?
Ubisoft needed an injection of cash in short term to help them with the debt, which is what they achieved by doing this move of moving some of their stuff to a subsidiary and sell a small portion of it.

Combined with the cash from the release of the delayed AC Shadows, this should bring back their debt related part of their balance sheet back to a healthy status.

The alternative to this would be to don't pay the debt, meaning to go bankrupt. Or to sell assets of the company to pay the debt. With the move they did, they got the money and Ubisoft continues fully controlling these assets. So it was the best move acting in the interest of the company and its shareholders.

The interest of these AJ trolls was what, to instead to block this and go bankrupt? To pay dividends for 3B€ because of potatoes due to having sold 1B€? Where the other 2B€ would come from? And then to make a vote where the people with the biggest amount of voting rights wouldn't be able to vote because of potatoes.

The letter is a joke, these AJ trolls only want to damage the company, pretty likely because they are minions of MS or some hedge fund interested on acquiring Ubisoft as cheap as possible while getting rid of the Guillemots and Tencent.
 
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Ubisoft needed an injection of cash in short term to help them with the debt, which is what they achieved by doing this move of moving some of their stuff to a subsidiary and sell a small portion of it.

Combined with the cash from the release of the delayed AC Shadows, this should bring back their debt related part of their balance sheet back to a healthy status.

The alternative to this would be to don't pay the debt, meaning to go bankrupt. Or to sell assets of the company to pay the debt. With the move they did, they got the money and Ubisoft continues fully controlling these assets. So it was the best move acting in the interest of the company and its shareholders.

The interest of these AJ trolls was what, to instead to block this and go bankrupt? To pay dividends for 3B€ because of potatoes due to having sold 1B€? Where the other 2B€ would come from? And then to make a vote where the people with the biggest amount of voting rights wouldn't be able to vote because of potatoes.

The letter is a joke, these AJ trolls only want to damage the company, pretty likely because they are minions of MS or some hedge fund interested on acquiring Ubisoft as cheap as possible while getting rid of the Guillemots and Tencent.
Paraphrasing, aren't they mentioning Ubisoft are going around regulator oversight with this move?

Which in itself if true surely gives validity to their actions, no?

At the end of the day a shareholder with one share is surely entitled to mitigate their risk in their investment via board actions, just as much as those owning the rest of the company, and in this scenario surely the board are unilaterally making Ubisoft shareholders with limited power the ones left holding all the risk with no dividend, and no part ownership of the new subsidiary, no?

Do you believe that shareholders like the Guillemots and Tencent are given preferential treatment by the board's decision which lets them mitigate their investment risk in Ubisoft with the subsidiary in the way a single shareholder can't? If not, I think we strongly disagree on the facts, and if you do, then the directors are surely in breach of their fiduciary responsibilities, no?
 
I hope the investors are wisely discussing how Tencent should actually take up 100% so this endless embarrassment stops.
 
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