Electronic Arts Inc. (“EA”) (NASDAQ:ERTS) today announced that a wholly owned subsidiary of EA commenced a tender offer for all of the currently outstanding shares of common stock of Take-Two Interactive Software, Inc. (“Take-Two”) (NASDAQ:TTWO) for $26.00 per share in cash.
The offer is valued at approximately $2 billion and represents a 64% premium over Take-Two’s closing stock price on February 15, the last trading day before EA sent its revised proposal to Take-Two.
EA Chief Executive Officer John Riccitiello: “This is a great opportunity for Take-Two shareholders. We believe Take-Two investors will see our tender offer as the best way to maximize the value of their investment in Take-Two. This tender offer provides a clear process to complete the proposed transaction. For EA shareholders, the combination would add additional intellectual properties to our already strong portfolio and welcome Take-Two’s talented creative teams to the great development organization we’ve built at EA.”
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, April 11, 2008, unless the tender offer is extended.
The tender offer is not conditioned upon financing. The tender offer is conditioned upon, among other things,
(1) EA being able to acquire a majority of the outstanding shares (fully-diluted) of Take-Two in the tender offer;
(2) the anti-takeover provisions of Section 203 of the Delaware General Corporation Law not being applied to the tender offer or any subsequent merger with EA;
(3) the expiration or termination of any applicable Hart-Scott-Rodino waiting period and;
(4) Take-Two entering into a merger agreement on terms satisfactory to EA in its reasonable judgment.
Morgan Stanley & Co. Incorporated is acting as the Dealer Manager for the tender offer and Georgeson Inc. is acting as Information Agent for the tender offer.
Tags: EA, Take-Two Interactive
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