Take-Two Interactive Software Advises Stockholders to Take No
Action In Response to Electronic Arts Offer
New York, NY – March 13, 2008
–The Board of Directors of Take-Two Interactive Software, Inc. (NASDAQ:TTWO)
today recommended that Take-Two stockholders take no action at
this time in response to the announcement by Electronic Arts
Inc. (NASDAQ:ERTS) that it has made an unsolicited conditional
tender offer to acquire all of Take-Two’s outstanding shares of
common stock for $26 per share in cash.
Consistent with its fiduciary duties, and in consultation
with its independent financial and legal advisors, Take-Two’s
Board will review and consider EA’s offer, and within 10
business days, will advise Take-Two’s stockholders of the
Board’s position regarding the offer as well as its reasons for
that position.
Bear Stearns and Lehman Brothers are acting as financial
advisors to Take-Two and Proskauer Rose LLP is acting as legal
advisor.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two
Interactive Software, Inc. is a global developer, marketer,
distributor and publisher of interactive entertainment software
games for the PC, PLAYSTATION®3 and PlayStation®2 computer
entertainment systems, PSP® (PlayStation®Portable) system, Xbox
360® and Xbox® video game and entertainment systems from
Microsoft, Wii™, Nintendo GameCube™, Nintendo DS™ and Game Boy®
Advance. The Company publishes and develops products through its
wholly owned labels Rockstar Games, 2K Games, 2K Sports and 2K
Play, and distributes software, hardware and accessories in
North America through its Jack of All Games subsidiary.
Take-Two's common stock is publicly traded on NASDAQ under the
symbol TTWO. For more corporate and product information please
visit our website at www.take2games.com.
All trademarks and copyrights contained herein
are the property of their respective holders.
This press release contains forward-looking statements made in
reliance upon the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The statements
contained herein which are not historical facts are considered
forward-looking statements under federal securities laws. Such
forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information
currently available to them. The Company has no obligation to
update such forward-looking statements. Actual results may vary
significantly from these forward-looking statements based on a
variety of factors. These risks and uncertainties include the
matters relating to the Special Committee's investigation of the
Company's stock option grants and the restatement of our
consolidated financial statements. The investigation and
conclusions of the Special Committee may result in claims and
proceedings relating to such matters, including previously
disclosed shareholder and derivative litigation and actions by
the Securities and Exchange Commission and/or other governmental
agencies and negative tax or other implications for the Company
resulting from any accounting adjustments or other factors.
Further risks and uncertainties associated with Electronic Arts'
tender offer to acquire the Company’s outstanding shares: the
risk that key employees may pursue other employment
opportunities due to concerns as to their employment security
with the Company; the risk that the acquisition proposal will
make it more difficult for the Company to execute its strategic
plan and pursue other strategic opportunities; the risk that the
future trading price of our common stock is likely to be
volatile and could be subject to wide price fluctuations; and
the risk that stockholder litigation in connection with
Electronic Arts' tender offer, or otherwise, may result in
significant costs of defense, indemnification and liability.
Other important factors are described in the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 2007,
in the section entitled "Risk Factors" as updated in the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 2008, in the section entitled “Risk Factors.”
All forward-looking statements are qualified by these cautionary
statements and are made only as of the date they are made.