Electronic Arts Inc. ("EA") (NASDAQ:ERTS) today announced that it
is amending its tender offer for all of the currently outstanding
shares of common stock of Take-Two Interactive Software, Inc.
("Take-Two") (NASDAQ:TTWO). The amendments are in light of the actions
publicly disclosed by Take-Two on March 26, 2008, including its
adoption of a poison pill and change to the date of its 2008 annual
meeting of stockholders to April 17.
The principal amendments to the offer include:
-- EA has added a condition to its offer requiring either (1)
that Take-Two´s Board of Directors redeem the preferred stock
purchase rights issued as a result of Take-Two´s adoption on
March 24, 2008 of the stockholder rights plan, or (2) that EA
be satisfied that such rights have been invalidated or are
otherwise inapplicable to its acquisition of Take-Two.
-- EA has extended its tender offer for all of the common stock
of Take-Two until 11:59 p.m., New York City time on Wednesday,
April 18, 2008, unless further extended. The offer was
previously set to expire at midnight, New York City time, on
April 11, 2008.
"The actions of the Take-Two Board may increase the risk for their
stockholders by delaying a potential transaction," said Owen Mahoney,
Senior Vice President of Corporate Development at EA. "We continue to
believe that our $26.00 per share offer price is full and fair, and
that a transaction between Take-Two and EA is the most compelling
combination financially, strategically and operationally for all
parties."
EA commenced on March 13, 2008 its all-cash tender offer to
purchase Take-Two shares for $26.00 per share, which 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.
As of 5:00 p.m., New York City time, on Thursday, March 27, 2008,
approximately 5,000 shares of Take-Two had been tendered in and not
withdrawn from the tender offer.
Additional Information and Where to Find It
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities of Take-Two. The offer to
purchase or solicitation of offers to sell is being made pursuant to a
Tender Offer Statement on Schedule TO (including the Offer to
Purchase, Letter of Transmittal and other related offer documents)
filed by EA and EA08 Acquisition Corp. with the Securities and
Exchange Commission, or SEC, on March 13, 2008. Before making any
decision with respect to the offer, Take-Two stockholders are advised
to read these documents, as they may be amended or supplemented from
time to time, and any other documents relating to the tender offer
that are filed with the SEC carefully and in their entirety because
they contain important information, including the terms and conditions
of the offer. These documents may be obtained at no charge by
directing a request by mail to Georgeson, Inc., 199 Water Street, 26th
Floor, New York, NY 10038, or by calling toll-free at (800) 213-0473,
and may also be obtained at no charge at the website maintained by the
SEC at http://www.sec.gov.
This release does not constitute a solicitation of proxies in
connection with any matter to be considered at Take-Two´s 2008 annual
meeting of stockholders. Neither EA nor its subsidiary making the
tender offer is soliciting, or intends to solicit, proxies in respect
of any matter to be considered at Take-Two´s 2008 annual meeting.
About Electronic Arts
Electronic Arts Inc. (EA), headquartered in Redwood City,
California, is the world´s leading interactive entertainment software
company. Founded in 1982, the company develops, publishes, and
distributes interactive software worldwide for video game systems,
personal computers, cellular handsets and the Internet. Electronic
Arts markets its products under four brand names: EA SPORTS(TM),
EA(TM), EA SPORTS BIG(TM) and POGO(TM). In fiscal 2007, EA posted
revenue of $3.09 billion and had 24 titles that sold more than one
million copies. EA´s homepage and online game site is www.ea.com. More
information about EA´s products and full text of press releases can be
found on the Internet at http://info.ea.com.
EA, EA SPORTS, EA SPORTS BIG and POGO are trademarks or registered
trademarks of Electronic Arts Inc. in the U.S. and/or other countries.
Forward Looking Statements
Some statements set forth in this communication, including those
regarding EA´s offer to acquire Take-Two and the expected impact of
the acquisition on EA´s strategic and operational plans and financial
results, contain forward-looking statements that are subject to
change. Statements including words such as "anticipate", "believe",
"estimate" or "expect" and statements in the future tense are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that could cause actual events or
actual future results to differ materially from the expectations set
forth in the forward-looking statements. Some of the factors which
could cause results to differ materially from the expectations
expressed in these forward-looking statements include the following:
the possibility that EA´s offer to acquire Take-Two will not be
consummated; the possibility that, even if EA´s offer is consummated,
the transaction will not close or that the closing may be delayed; the
effect of the announcement of the offer on EA´s and Take-Two´s
strategic relationships, operating results and business generally,
including the ability to retain key employees; EA´s ability to
successfully integrate Take-Two´s operations and employees; general
economic conditions; and other factors described in EA´s SEC filings
(including EA´s Annual Report on Form 10-K for the year ended March
31, 2007 and Quarterly Report on Form 10-Q for the quarter ended
December 31, 2007). If any of these risks or uncertainties
materializes, the offer may not be consummated, the acquisition may
not be consummated, the potential benefits of the acquisition may not
be realized, EA´s and/or Take-Two´s operating results and financial
performance could suffer, and actual results could differ materially
from the expectations described in these forward-looking statements.
All information in this communication is as of the initial date on
which this communication was released. EA undertakes no duty to
publicly update any forward-looking statement, whether as a result of
new information, future developments or otherwise.
