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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): February
24, 2008
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Exact
name of registrant as specified in its
charter)
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Delaware
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0-29230
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51-0350842
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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622
Broadway, New York, New York
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10012
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (646)
536-2842
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________________________________________________
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events
On
February 24, 2008, Take-Two Interactive Software, Inc. (the “Company”) issued a
press release in response to an unsolicited proposal by Electronic Arts Inc.
to
acquire the Company.
A
copy of
this press release is filed as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits:
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99.1
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Press
Release entitled “Take-Two Interactive Software’s Board Rejects Electronic
Arts’ Unsolicited Proposal as Inadequate” issued February 24, 2008 by
Take-Two Interactive Software, Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Registrant)
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| By: | /s/ Seth D. Krauss | |
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Seth
D. Krauss
Executive
Vice President and General Counsel
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Date:
February 25, 2008
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EXHIBIT
INDEX
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Exhibit
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99.1
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Press
Release entitled “Take-Two Interactive Software’s Board Rejects Electronic
Arts’ Unsolicited Proposal as Inadequate” issued February 24, 2008 by
Take-Two Interactive Software, Inc.
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4 -
FOR
IMMEDIATE RELEASE
CONTACT:
Meg
Maise
(Corporate Press/Investor Relations)
Take-Two
Interactive Software, Inc.
(646)
536-2932
meg.maise@take2games.com
Brunswick
Group
Steve
Lipin
Nina
Devlin
(212)
333-3810
taketwo@brunswickgroup.com
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/
Take-Two’s
and EA’s letters regarding the proposal are included below.
***
February
6, 2008
Mr.
Strauss Zelnick
Chairman
of the Board of Directors
Take-Two
Interactive Software, Inc.
622
Broadway
New
York,
NY 10012
Dear
Strauss:
Congratulations
on your recent announcement about the release date for Grand
Theft Auto IV.
I am
sure it must feel great to have this important title locked and
ready.
Further
to our recent discussions, this letter is to formally express Electronic Arts
Inc’s. (“EA”) interest in acquiring Take-Two Interactive Software, Inc.
(“Take-Two”) and to propose a transaction in which EA would acquire all of the
outstanding shares of Take-Two common stock for $25 per share payable in cash.
We are confident we can consummate a transaction quickly, confidentially and
on
the terms proposed.
The
proposed combination will create significant value for your stockholders. Our
offer price provides a substantial premium of 58% over Take-Two’s most recent
closing price and a 51% premium over Take-Two’s 30-day trailing average price.
The cash purchase price provides certainty of value to Take-Two’s stockholders
in today’s uncertain economic environment.
We
believe that moving quickly to negotiate and conclude our proposed merger is
in
the best interest of Take-Two and EA. Waiting for a later date leaves open
significant uncertainty regarding the timing, the probability and the value
of a
potential transaction and is not in the best interests of either company or
Take-Two’s stockholders.
We
also
believe the proposed merger provides an attractive outcome for Take-Two’s
employees and business partners. We have a powerful product slate for 2008
and
beyond with exciting releases planned for many of EA’s well-established
franchises as well as important new franchises we are launching such as
SPORE,
Dead Space, Dragon Age
and
Mirror’s
Edge.
We feel
that Take-Two’s IP portfolio is well aligned against EA’s product footprint and
its studios fit well with our decentralized divisional model. Take-Two’s
creative teams are an essential part of the Take-Two business, and we believe
EA
would offer a stable and supportive environment for your studios to focus on
developing great new games with the backing of a global games industry leader.
We believe EA can and will represent the best home for these teams anywhere
in
the entertainment world.
We
have
completed a thorough review of Take-Two’s public information and are prepared to
move forward immediately to consummate a transaction with minimum disruption
to
Take-Two. We believe that with adequate access to the necessary information
we
can complete all required due diligence in approximately 2 weeks. We believe
that our due diligence review would require limited access to a small number
of
senior executives of Take-Two and its legal, accounting and financial advisors.
Importantly, no interaction with any of the studio leaders will be required
until our other due diligence is completed and the material terms of a
transaction are agreed to.
Considerable
time and resources have been put forth in developing this offer, and our Board
of Directors has approved its delivery to Take-Two. Our offer is not conditioned
on any financing requirement. However, our offer is subject to the satisfactory
completion of our due diligence review of Take-Two, the negotiation and
execution of mutually acceptable definitive transaction agreements and the
satisfaction of customary conditions to be set forth in such
agreements.
We
do not
intend to make this letter public and our offer will automatically terminate
and
be withdrawn in its entirety if any portion of this letter, or the existence
of
discussions between EA and Take-Two relating to a possible business combination,
are disclosed to any person other than the directors and officers of Take-Two
and its legal and financial advisors.
We
look
forward to hearing back from you by the close of business on Friday, February
15, 2008, with a response to our proposal.
I
am
available to meet and discuss all aspects of this proposal with you and your
Board. If you have any questions, please do not hesitate to contact me. I very
much look forward to hearing from you and working with you and the Take-Two
team
to consummate a successful transaction.
Sincerely,
John
Riccitiello
Chief
Executive Officer
JSR/dal
***
February
15, 2008
Mr.
John
S. Riccitiello
Chief
Executive Officer
Electronic
Arts Inc.
209
Redwood Shores Parkway
Redwood
City, CA 94065
Dear
John:
Thank
you
for your letter of February 6, 2008.
The
position of the Board of Directors (the “Board”) of Take-Two Interactive
Software, Inc. (the “Company”) with respect to an acquisition of the Company by
Electronic Arts Inc. (“EA”) has not changed from that which you and I have
previously discussed.
As
part
of the Board’s stated objective of maximizing shareholder value, we have been
and remain open to considering a business combination with interested parties
at
the right time and the right price. However, the Board has concluded that EA's
proposal has not been delivered at a time nor does it contemplate a price which
is consistent with this objective.
On
a
personal note, I want to thank you for the courtesy reflected in our prior
discussions and also your letter. I look forward to getting to know you better
in the future.
Sincerely,
Strauss
Zelnick
Executive
Chairman of the Board
***
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February
19, 2008
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Mr.
Strauss Zelnick
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Executive
Chairman of the Board of Directors
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Take-Two
Interactive Software, Inc.
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622
Broadway
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New
York, NY 10012
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Dear
Strauss:
Thank
you
for your letter of February 15, 2008. While I appreciate its courteous tone
and
value our ongoing dialogue, I am disappointed that you have rejected Electronic
Arts Inc.’s (“EA’s”) $25 per share cash offer to acquire Take-Two Interactive
Software, Inc. (“Take-Two”) and declined to engage in the friendly negotiations
we proposed. We continue to believe that an acquisition of Take-Two by EA is
in
the best interests of your shareholders, employees and other constituents,
and
we remain interested in acquiring Take-Two. So, to further demonstrate our
seriousness and encourage you to move forward now, I am writing to increase
EA’s
offer to acquire all of the outstanding shares of Take-Two to $26 per share
in
cash. This offer is subject to Take-Two agreeing by February 22, 2008 to
commence negotiation of a definitive merger agreement and to permit EA to
commence a limited due diligence review of Take-Two.
Our
revised all-cash offer represents a 64% premium over Take-Two’s most recent
closing price and a 63% premium over Take-Two’s 30-day trailing average price
(based on prices as of market close on Friday, February 15th).
We
believe our offer represents a unique and compelling opportunity for Take-Two
shareholders to maximize the value of their investment in the company, with
materially lower risk than if Take-Two proceeds on a stand-alone basis.
We
also
believe that the transaction we are proposing represents a uniquely attractive
opportunity for Take-Two’s creative teams and key employees. EA is a diversified
leader with well-established franchises and proven intellectual properties,
global reach, and significant financial resources. I know we both agree that
Take-Two’s talented creative teams deserve a permanent home within a stable and
growing publisher that provides these teams an environment to do what they
do
best - create great games. EA is organized in a four-label model that provides
our creative teams the autonomy they need to fully realize their creative
ambitions, while also providing a stable and supportive corporate and publishing
infrastructure which allows them to best address the global marketplace. We
have
the resources to make the significant investments in technology and
infrastructure needed for the most creative and innovative games in the
industry. In short, a combination with EA would provide Take-Two’s studios and
employees a combination of the right resources for investment and global reach,
and the right environment to do their best work.
We
believe that Take-Two’s shareholders would not be well-served by any further
delay in negotiating and completing the proposed merger. While the
videogame industry remains an attractive, high-growth business, the
challenges and risks in the business are escalating, and the need
for scale is becoming more pronounced. Despite steps taken since March
2007, Take-Two remains dependent on a limited number of titles, and has limited
capital resources. In addition, Take-Two faces ongoing financial, legal and
operating issues and a very intense competitive environment. Given these
factors, we believe it will be increasingly difficult for Take-Two to create
sustainable shareholder value and that Take-Two remains exposed to considerable
risk of value loss.
We
also
believe that any delay in this proposed transaction works against the interest
of Take-Two’s shareholders, because:
| · |
There
can be no certainty that in the future EA or any other buyer would
pay the
same high premium we are offering today. We place significant value
on the
ability to close the transaction relatively quickly so that EA’s strong
publishing and distribution network, including our global packaged
goods,
online and wireless publishing organizations, can positively impact
the
catalogue sales of GTA IV and also the launch and sale of titles released
later this year. We want to work with you and your team to complete
the
transaction in time to begin realizing its significant marketplace
benefits in advance of this year’s holiday selling season.
|
| · |
We
believe Take-Two’s current share price already reflects investor
expectations for a strong release of GTA IV as well as the longer-term
issues that Take-Two faces. Once GTA IV ships, Take-Two will again
be
dependent on less-popular titles and face increasing challenges to
compete
with larger and better-capitalized competitors.
|
| · |
With
GTA IV shipping on April 29, development on this important title must
now
be essentially complete. We believe now is the right time to complete
a
transaction with minimal disruption for Take-Two.
|
We
also
believe the transaction we are proposing will create value for EA’s
shareholders. In addition to the top-line benefits noted above, we can achieve
bottom-line benefits by combining Take-Two’s and EA’s corporate and publishing
infrastructures and by optimally supporting Take-Two’s creative teams and
intellectual properties in EA’s decentralized label structure.
Considerable
thought, time and resources have been put forth in developing this offer, and
our Board of Directors unanimously supports it. Our offer is not conditioned
on
any financing requirement. It is subject to the satisfactory completion of
a due
diligence review of Take-Two, the negotiation and execution of mutually
acceptable definitive transaction agreements, and the satisfaction of customary
conditions to be set forth in such agreements. We are prepared to move forward
immediately with formal due diligence and the negotiation and execution of
a
definitive merger agreement and believe that with adequate access to the
necessary information and people, we can complete both in approximately two
weeks. We believe that our due diligence review can be completed with minimal
disruption, requiring only limited access to a small number of senior executives
of Take-Two and its legal, accounting and financial advisors. We also have
prepared a draft merger agreement that we can forward to you immediately.
Our
strong preference is to conduct a private negotiation. If you are unwilling
to
proceed on that basis, however, we may pursue other means, including the public
disclosure of this letter, to bring our offer and the compelling value it
represents to the attention of Take-Two’s shareholders.
I
am
available to meet and discuss any and all aspects of this proposal with you
and
your Board. Again, we believe this proposal represents a unique opportunity
to
maximize value for Take-Two’s shareholders, and that the combined enterprise
would be extraordinarily well positioned to build value for our respective
customers, employees, developers and other business partners. We hope that
you
and your Board share our enthusiasm, and we look forward to hearing back from
you by February 22.
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Sincerely,
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John
Riccitiello
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Chief
Executive Officer
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***
February
22, 2008
Mr.
John
S. Riccitiello
Chief
Executive Officer
Electronic
Arts Inc.
209
Redwood Shores Parkway
Redwood
City, CA 94065
Dear
John:
Thank
you
for your letter of February 19, 2008. As you know, the Board of Directors (the
“Board”) of Take-Two Interactive Software, Inc. (“Take-Two” or the “Company”)
carefully considered Electronic Arts Inc.’s (“EA’s”) previous offer of $25 per
share and concluded that neither the timing of the proposed acquisition nor
the
price was consistent with the Board’s objective of maximizing stockholder value.
The Board’s rationale for rejecting EA’s prior offer is not altered by your
decision to increase that offer by four percent.
I
would
like to reiterate, in the clearest possible terms, the Board’s conviction that
this is not the right time for Take-Two to enter into a negotiation to sell
the
Company. Our organization is keenly focused on the scheduled April
29th
launch
of Grand
Theft Auto IV,
and on
maximizing the value of the game to the Company and, in turn, our stockholders.
It is the Board’s strongly held view that beginning strategic discussions now
would distract our Company and thereby threaten the value of this key franchise.
While
I
understand that you may disagree with the Board’s reluctance to commence
discussions immediately, the Board and I want to assure you that our concerns
about timing are genuine. Potential negative financial consequences to Take-Two
are significant and we believe outweigh the benefits of commencing discussions
at this time. As you know, there is no certainty that EA will actually close
on
the proposed transaction on mutually agreeable terms, especially since you
have
proposed a price that we would not accept and have qualified your offer by
a
diligence request. Moreover, as we have all seen time and again, the process
surrounding acquiring a public company from start to finish is complex,
uncertain, intrusive and distracting, and we believe it would be especially
so
to the creative artists at the core of our business and to all those who may
be
displaced by a transaction.
While
the
Board is convinced that discussions at this time would be imprudent, we also
appreciate the potential benefit of a frank and private dialogue with EA. To
that end, the Board would be willing to commit to entering into a good-faith
discussion with EA on April 30, 2008 to determine if we can reach common ground
on the proper value of the Company and therefore an appropriate, mutually
beneficial transaction. This would, of course, be subject to both parties
reaching a mutually acceptable confidentiality agreement on customary terms.
We
are prepared to begin negotiating this confidentiality agreement
immediately.
In
order
to alleviate any concerns you may have about the proposed starting date for
these discussions, I would be pleased to meet with you privately as soon as
possible to talk on a general basis. In addition our Board would confirm,
subject to its fiduciary duties, that from now until April 30, 2008 (the “Quiet
Period”), the Company will not pursue negotiations with any other potential
strategic partner for a business combination unless we have first contacted
you.
Further, if the Company receives any bona fide offer to acquire the Company
during the Quiet Period that the Board decides to explore, the Company will
immediately inform EA and we understand that EA may then act as it sees
fit.
I
would
like to note that if EA chooses to announce publicly the Board’s proposal or
announce any offer by EA to acquire the Company during this Quiet Period or
if
the contents of this letter become publicly available in sum and substance,
the
Company will consider all of its alternatives, including discussions with other
parties, and further we will reserve the right to refuse to provide EA access
to
information or diligence.
John,
I
believe I know you well enough to rely on your considering this proposal in
the
same good faith we have in making it. I look forward to your favorable
response.
Sincerely,
Strauss
Zelnick
Executive
Chairman of the Board
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.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995:
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. 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.”
#
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