Electronic Arts Issues Update on Offer for Take-Two
REDWOOD CITY, Calif., Aug 18, 2008 (BUSINESS WIRE) --
Electronic Arts Inc. ("EA") (NASDAQ:ERTS) today issued an update
on its offer to acquire Take-Two Interactive Software Inc.
("Take-Two") (NASDAQ:TTWO).
On Friday August 15, John Riccitiello, Chief Executive Officer of
EA, called Strauss Zelnick, Executive Chairman of the Board of
Directors of Take-Two, to discuss EA's offer to acquire Take-Two.
Following discussions over the weekend between EA and Take-Two, EA
accepted Take-Two's offer to provide a management presentation to EA
containing non-public information. The letters between the parties are
set forth below.
EA also announced that it will allow its tender offer for all of
the currently outstanding shares of common stock (including the
associated preferred stock purchase rights) of Take-Two to expire on
Monday, August 18, 2008 at 11:59 p.m., New York City time.
As previously reported, the Federal Trade Commission is scheduled
to complete its antitrust review of the proposed transaction by August
21. EA remains confident that antitrust issues will not prevent or
delay a transaction.
Below is the text of the letter sent today by Mr. Riccitiello to
Mr. Zelnick:
August 18, 2008
Mr. Strauss Zelnick
Executive Chairman of the Board of Directors
Take-Two Interactive Software, Inc.
622 Broadway
New York, NY 10012
Dear Strauss:
Thank you for taking my call on Friday and for your response letter
on August 17, 2008.
As discussed on Friday, given the passage of time, we have to
validate the assumptions used in the model to support our offer
price of $25.74 per share in cash. In addition, we no longer believe
we can integrate Take-Two ahead of the important holiday season.
Accordingly, we require due diligence to support a transaction and
are therefore letting the tender offer expire tonight. However, we
are pleased to accept your offer to review your management
presentation as outlined in your letter.
We continue to have great respect for Take-Two's creative teams and
products and are hopeful that we can work together to reach a
mutually agreed transaction.
Sincerely,
/s/ John Riccitiello
John Riccitiello
Chief Executive Officer
Below is the text of the letter sent yesterday by Mr. Zelnick to
Mr. Riccitiello:
August 17, 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 recent expression of interest for Electronic Arts
Inc. ("EA") to participate in Take-Two Interactive Software, Inc.'s
(the "Company") formal process to evaluate the Company's strategic
alternatives. As you know, we have been willing to have EA
participate in this process following the successful launch of GTA
IV, and we are happy to include EA now.
As I mentioned when we spoke on Friday, our process begins with an
in-depth management presentation. The Company has made significant
strides since EA first expressed interest in the Company and this
presentation includes material non-public information to which you
would not otherwise have access, including information relating to
our three year product release schedule and management's financial
projections. The presentation also includes information about the
underlying factors that have driven our strong operational and
financial performance. I believe our presentation will enable you to
understand better the value of our Company to EA.
Prior to the management presentation, we will only require EA to
enter into a confidentiality agreement. The agreement would be
limited to provisions required to comply with federal securities
laws and to ensure the Company's ability to protect the
confidentiality of the information shared with you. I can assure you
that this requirement is the same as or more favorable to EA than
that which we have employed with all other participants in the
process.
We understand that a number of months have passed since you first
expressed interest in the Company and, accordingly, we will act
quickly to assist you in moving through our process. Once we execute
a confidentiality agreement, we are prepared to schedule the
management presentation immediately.
With my best personal regards.
Sincerely,
/s/ Strauss Zelnick
Strauss Zelnick
Executive Chairman of the Board
EA's tender offer for all of the currently outstanding shares of
common stock (including the associated preferred stock purchase
rights) of Take-Two Interactive Software Inc. ("Take-Two")
(NASDAQ:TTWO) will expire at 11:59 p.m., New York City time, on August
18, 2008.
Morgan Stanley & Co. Incorporated is acting as the Dealer Manager
for the tender offer, Simpson Thacher & Bartlett LLP and Latham &
Watkins are acting as legal counsel, and Georgeson Inc. is acting as
Information Agent for the tender offer.
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
Freestyle(TM) and POGO(TM). In fiscal 2008, EA posted GAAP net revenue
of $3.67 billion and had 27 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.
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.
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, 2008). 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.
SOURCE: Electronic Arts Inc.
Electronic Arts Inc.
Jeff Brown, VP Communications, 650-628-7922
Tricia Gugler, Senior Director of IR, 650-628-7327
or
Joele Frank / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
or
Georgeson Inc.
David Drake, 212-440-9861