Take-Two Exploring Other "Business Combination" Options

Take-Two management has affirmed its rejection of Electronic Arts' offer to buy out the company, but now says it will look into other alternatives to maximize shareholder value, which could include "business combination" with EA or other third parties.

The statement followed the announcement of management's review of EA's offer with the assistance of its financial and legal advisors, which led to the unanimous decision that the offer of $26.00 per share was "inadequate in multiple respects and contrary to the best interests of Take-Two's shareholders." As a result, Take-Two's Board of Directors is maintaining its recommendation that shareholders do not take part in EA's tender offer.

The Board has begun preparing for discussions with interested third parties, including EA, following the April 29 release of Grand Theft Auto IV. Take-Two has received "indications of interest" from other companies since EA first announced its interest in buying the company, the statement said, although no substantive discussions have taken place. As part of the process, the company has begun preparing the required materials for due diligence on the part of interested parties; the company is also prepared to enter into confidentiality agreements and preliminary conversations prior to the Grand Theft Auto IV release.

"Our Board, after careful review, has unanimously determined that Electronic Arts' offer continues to provide insufficient value and remains opportunistically timed to capture the value of the upcoming Grand Theft Auto IV launch at the expense of our shareholders," Take-Two Chairman Strauss Zelnick said.

"We are effectively working toward a process to review all available options to maximize this value, either as an independent company or in combination with a third party, and are open to beginning informal discussions starting now," he continued. "Our stockholders' interests would hardly be served by accepting an offer from EA at the wrong price and the wrong time. As a result, the Board recommends that stockholders not tender any of their shares to EA."