Take- Two Interactive
Software's Board Rejects Electronic Arts' Unsolicited Proposal
As Inadequate
New York, NY - February 24, 2008 -The Board
of Directors of Take-Two Interactive Software, Inc. (NASDAQ:TTWO)
today confirmed that it has received an unsolicited proposal
from Electronic Arts Inc. (NASDAQ:ERTS) to acquire Take-Two for
$26.00 per share in cash. Take-Two's Board of Directors has
thoroughly reviewed EA's unsolicited proposal with the
assistance of its independent financial and legal advisors and
concluded that the proposal is inadequate in multiple respects
and not in the best interests of Take-Two's stockholders.
After careful evaluation, the Board has determined that EA's
proposal substantially undervalues Take-Two's robust and
enviable stable of game franchises, exceptional creative talent
and strong consumer loyalty. We believe EA's unsolicited offer
is highly opportunistic and is attempting to take advantage of
our upcoming release of Grand Theft Auto IV, one of the most
valuable and durable franchises in the industry. Furthermore,
the offer values the Company at a significant discount to its
public peers and does not compensate Take-Two for its intrinsic
value and the substantial synergies that the proposed
combination would create.
Strauss Zelnick, Executive Chairman of the Board of Take-Two
commented, "Electronic Arts' proposal provides insufficient
value to our shareholders and comes at absolutely the wrong time
given the crucial initiatives underway at the Company. Thanks to
the extraordinary efforts of our creative and business teams,
Take-Two has made enormous strides in the past 10 months toward
our common goal of being the most creative, innovative and
efficient company in our industry. We're extremely proud of our
unique portfolio of game franchises, exceptional creative talent
and loyal consumer following. Our Board believes that we will
build greater value for our stakeholders by remaining
relentlessly focused on our strategy and delivering on our
mission of making the highest quality interactive
entertainment."
Mr. Zelnick continued, "In addition to undervaluing key elements
of our business, EA's proposal fails to recognize the value we
are building through our ongoing turnaround efforts, which will
further revitalize Take-Two. While we have made substantial
progress already, the turnaround of our business which we
initiated in June is not yet complete, and we believe its
benefits have not been recognized in either our current stock
price or in the value of EA's proposal."
Mr. Zelnick added, "While the Board believes that entering into
discussions with EA at this time is not in the best interests of
shareholders, we had offered to enter into a good-faith dialogue
with EA to determine if our companies can reach common ground on
the appropriate value of Take-Two as a first step to realizing a
mutually beneficially transaction. However, given the great
importance of the Grand Theft Auto IV launch to the value of
Take-Two, the Board has determined that the only prudent and
responsible course for our Company and its stockholders is to
defer these discussions until immediately after Grand Theft Auto
IV is released. Therefore, we offered to initiate discussions
with EA on April 30th, 2008 (the day after Grand Theft Auto IV
is scheduled to release). We believe this offer demonstrated our
commitment to pursuing all avenues to maximize stockholder
value, while we believe that EA's refusal to entertain this path
is evidence of their desire to acquire Take-Two at a significant
discount, whereas we believe this value rightly belongs to our
stockholders."
Take-Two has a proven track record of creating and acquiring
ownership of valuable new intellectual property. Grand Theft
Auto is one of the industry's top franchises, having sold more
than 65 million units to date. Over the past year, Take-Two has
continued to expand its owned intellectual property portfolio,
with two new franchises established - BioShock, one of the
highest rated games of all time and winner of numerous "Game of
the Year" awards, which has sold over 2 million units to date -
and Carnival Games, a casual game for the Wii™, which has sold
over 1 million units to date. Take-Two's other proven
million-unit selling video game franchises include Midnight
Club, Sid Meier's Civilization, Bully, Red Dead Revolver, Max
Payne, Rockstar Games presents Table Tennis, Manhunt, Red Dead
Revolver, Mafia, The Darkness, Spec Ops, Sid Meier's Railroads!
and Sid Meier's Pirates! Take-Two also has powerful and growing
sports franchises, with licenses for leading brands, including
Major League Baseball® 2K, NBA® 2K and NHL® 2K, and proprietary
sports brands, such as Top Spin, All Pro Football and Don King
Presents: Prizefighter. Additionally, Take-Two has a partnership
with Nickelodeon to publish video games based on top rated Nick
Jr. titles such as Dora the Explorer and Go, Diego, Go!
Ben Feder, Chief Executive Officer of Take-Two, commented, "The
revitalization of Take-Two is well underway. In the last year,
we have accomplished a great deal in terms of restructuring our
cost base to improve margins, addressing the legacy issues that
have weighed on our business, and enhancing our creative output
through organic and external initiatives. We believe
stockholders will reap the benefits of these actions both in the
near and long term and that our efforts will create greater
value for stockholders than what is being offered by EA at this
time."
As part of its turnaround plan, Take-Two has implemented a more
streamlined and efficient operating structure, put in place a
$25 million cost cutting initiative, instituted a disciplined
Product Investment Review Process, restructured international
operations to create a more efficient and responsive
international organization, consolidated the majority of 2K
Games and 2K Sports operations on the West Coast to increase
efficiency and better support the growth of these labels, and
sold its non-core Joytech business.
To continue to position itself for the future, the Company has
begun to more aggressively leverage potential growth
opportunities, with the acquisition of Illusion Softworks
development studio and the formation of the 2K Play label to
focus on the family and casual games market.
In addition, current management has secured a $140 million line
of credit, announced a preliminary settlement of the "Hot
Coffee" class action and made significant progress in resolving
the New York District Attorney and SEC actions that have been
pending against Take-Two since June 2006 and July 2006,
respectively.
Mr. Feder concluded, "We remain committed to executing our
existing business strategy and turnaround plans and to building
value for all of our stockholders. We intend to vigorously
resist any attempt by EA to acquire Take-Two at a price that
does not adequately value our Company and its growth
opportunities."
Bear Stearns and Lehman Brothers are acting as financial
advisors to Take-Two and Proskauer Rose LLP is acting as a legal
advisor.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval.
For more information, please visit http://www.transactioninfo.com/taketwo/