Take Two Fires Back at EA

February 24, 2008 -

It looks as if this fight could get ugly... 

GamePolitics has just received a press release from Take Two Interactive in response to Electronic Arts' hostile takeover bid.

In the release, the Take Two board confirms EA's offer and pronounces it "inadequate in multiple respects and not in the best interests of Take-Two’s stockholders." From the release:
 

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.


Take Two Executive Chairman Strauss Zelnick is quoted:
 

Electronic Arts’ proposal provides insufficient value to our shareholders and comes at absolutely the wrong time... 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...

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 also sent GamePolitics the text of a series of letters between Zelnick and EA CEO John Riccitiello:



February 6, 2008
 

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


February 15, 2008
 

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
  


February 19, 2008
 

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.

Sincerely,


 

John Riccitiello 


February 22, 2008
 

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

Comments

If a third-party paying a higher-than-trade-value price for shares from your existing shareholders is "undervalu[ing]" your company's stock, then aren't you boning your shareholders?

It's really easy to see what's going on here. EA has the opportunity to unify itself with the GTA franchise and limit its competition in the sport market.

However, TT isn't without its strategy also. By making these negotiations public now (which sounds like TT had announced and not EA) they bring about even better offers from other publishers that would like to hold EA in check. At the same time, if TT were to enjoy a merger with EA then they would rather wait until after the release of GTA 4 since that will easily boost stock price and company worth therefore forcing larger buyout packages for any top brass of TT that EA doesn't want to keep around.

Thirdly, yes a merger does help shareholders, especially shareholders of the company being bought out. There is usually no benefit to shareholders of the buying company. However, the benefit that the acquired shareholders receive is limited to the short term and can go up or down thereafter based on management decisions and general market environment.

ty t2

Funny to see this after the big song and dance about how EA blew it when they sucked in smaller developers.

http://www.joystiq.com/2008/02/08/dice-08-riccitiello-warns-against-cons...

good job take two

In other words"We know your game, f**k off"

Good goin Take Two

GJ T2, A takeover from EA would not be a good thing for them, in my opinion

Um... why would take two even consider merging?

EA sucks ass. Take two is doing fine as it is.

I'm sorry but until recently they had only one franchise that has kept them afloat this long. So basically they said $2 Billion isn't enough for GTA.

EA has a site about the offer online: http://www.eatake2.com/

@TheStripe

I don't think they were speaking of monetary value.

Suprised Take-Two didn't take this, considering they've been doing somewhat poorly as of late (though this will obviously change with the release of GTA4)

If EA couldn't buy other companies they would slowly go down the hill, as they already destroyed all of their franchises... I'm thinking that EA is after GTA, if they would get their fingers on coming GTA titles they would destroy it tottaly by putting their own stuff in it...

Shame on you EA games...

To TheStripe,
I doubt they are 'boning' (don't understand the term) their shareholders, Take Two have an idea that when GTA IV comes out the stock with go past the $26 EA were offering.

The letters say $25 per share, where did GP get $26?

GO TAKE TWO YOU HAVE MY CASH ON GTA4 + BULLY:SE!!!!

Love,
EA Hater.

As a Take 2 Shareholder, I am very glad they did not seek the merge. $26 is higher than the value of the shares now (and higher than what I bought my shares for), but under value for what the shares will be worth after GTA4 is launched… at least for a few months.

The reality is, most day traders are idiots, as is trading in the market in general, and I would not be surprised to see a stampede towards 30-32$ a share in the first week after GTA4 is launched.

As for EA in general, they are much the same as any other mega corp. They aren't evil, or stupid (no more than Hasbro, Sony, Microsoft, etc are). Their great size, and over focus on share holder perks, vs actual quality products just makes them less benificial for consumers. Ultimately because consumers aren't important to them -- just making the 'black' for the share holders is.

I think in the long run, T2 will do fine with the episodic content GTA4 will be getting. That, and Microsoft may offer them even more money in a post 360 next gen take over...

my two cents anyway...
G

Thompson must be seething with rage right now.

The GTA series would be nice for EA to have in their pocket, but I think I know what EA's major motivation is for this takeover. 2k Sports, a division of Take 2. They can shut down 2k and even though they haven't been able to secure sole rights to NBA, NHL, and MLB, they can buy up their competition and run unopposed.

This deal is bad for the consumers.

I'm very pround of T2. EA has disappointed me time and time again destroying many of my beloved franchises.

Glad Take2 is firing back.

I sincerely hope this starts something. Developers telling EA to screw off

Good call by Mr. Zelnick and his associates. EA is just looking to cash in on GTA, and eliminate some of their competition while Take Two looks weak. Selling the company now would amount to bending over for EA. It'd be pure foolishness. Particularly as many of the problems that EA alludes to in it's not so subtle threats are due to the past management that the stockholders kicked out the door around a year ago, and Zelnick as spent the time since fixing them. He certain presents himself as a very competent CEO.

For example him forwarding this correspondence to the press. It makes it clear that while EA is being threatening, TT isn't blinking, and doesn't wish to even discuss the matter until after the next big game on their roster is released. Additionally, judging by the contents of one of the letters, simply going public alone may deter EA for the time being.

What is with EA and their obsessive need to own every succesful company in the market. Nya.

personally i think EA needs to fuck off
good job T2

the good news of this is that they could make System shock 3 and have it more like SS than BS...because BS stinks....
then again do you want EA deving a FPS RPG.....oy.......that thought alone will give me nightmares for all eternity....

This was also smart move as, what would you rather have? Anew GTA every year as the quality degrades even hella faster, or wait a few years between each and have them be better, as we know hoe EA would treat it. Real word advertisements in game instead of the humorous pun ads Rockstar makes, big name stars i nthe game instead of just voice acting, nothing but trashy songs from sellout bands.

And as others said this was also likely to dismantle 2k sports and monopolize sports games

At least Activision and Blizzard did it right.

Mr. Mccauley tear down this wall (of text)

Sorry had to say it.

But ye gods this is quite a lot.

@kurisu
Actually I bet Thompson is relieved.

You see if Take-2 merges with EA it will be MUCH harder to take down.

@Father Time

True, but he owns stock in Take Two, and he likely is pissed that the GTA series won't start sucking, thus he would like to see it suck and be destroyed, even if he sin't the direct cause

Perhaps its a victory for JT, but it is also a victory for me, because EA has a reputation which no other publisher has....

The EA-gamespot scandel anyone?

The fact that most of the game published by EA or developed in house tend to either suck or generally be mediocre?

actually one of the first things ea would probably do is have the lawyers slam jt to the ground (metaphoricaly speaking of course) before he could even think gta4 again

[...] Take-Two says, “Not right now. We’re worth more than that, but let’s talk after GTAIV is released.” [...]

[...] Mal abgesehen davon, dass es das Gerücht schon länger gibt, bezweifle ich mal, dass an dem Gerücht irgendwas dran ist. Take2 hat es gerade noch so geschafft nicht von EA aufgekauft zu werden und da Rockstar zu Take2 gehört und somit finanziell nicht auf Multiplattform verzichten können, wird sich auch nichts ändern… [...]

Get stuffed EA.

Good move by T2 to reject it. First i highly doubt the FCC will allow this deal to happen for the sheer fact that it will give EA pretty much a monopoly on Licensed Sports Titles. Second, I think EA is vastly undervaluing the company and trying to setup a hostile takeover. What i see happening however in that situation is a 4 way bid b/t Activision, Sony, MS, and EA. Also given EAs track record for killing off developers and IPs, most developers are highly leery of working for them. For the gaming industry, i seriously hope this doesnt happen.

For a second, I forgot about how badly EA milks the Cash Cow. At least the GTA series was only milked two or three times for the PSP that were more or less ports of the originals.

Though, in some respects, I think in some ways, it might be better if EA was merged with T2; if they didn't milk the GTA games, they might actually be able to work with T2 and make a good game or series. And so no one starts getting pissy, to solve the problem of the milking issue, EA and T2 just have to have a small department in which they have a joint-custody ownership in to churn out those new ideas (both have access to the others tech, and since they'd be on equal footing, they can help with what they're best at, like T2 telling EA that instead of releasing the same damn game with either a digit changed *cough*sportsgames*cough* or the name changed *cough*TonyHawk*cough* every friggin' year, they could work on making a freakin' awesome version and lighten the load of work and gain respect amongst the hardcore gaming community or EA getting access to certain franchises that would be willing to work with them instead of T2)

Screw EA; one of the most stale developers in the market today.

Screw

EA

Good for Take-Two, telling EA to fuck off.

EA is going to fucking destroy gaming if they're allowed to buy out every good developer.

[...] De to partene skal nå møtes dagen etter lansering for å snakke nærmere om oppkjøp. Grunnen for avslaget har nå vært dårlig timing fra EA’s side. Jeg må si jeg skjønner Take Two i denne saken. EA’s forsøk på å stjele all suksessen til Grand Theft Auto 4 er sleipt som faen. Les hele samtalen mellom Take Two og Electronic Arts her [...]

[...] ?????? ???????? ???????????? ???????? ?????-????????, ??????? ????????? ????????? ? EA, ? ???? EA ???????? ????? ????, ??? ?????????, ??? ???? ????? ??????, ????? T2 ????? ? ?? ???????. [...]

Well, thumbs up to Take-Two. EA is where game companies and good ideas go to die. Just like SOE is where MMO's go to die :D

EA (or Evil Asses as I like to call them) must truly think T2 is desperate. The only ones that seem desperate to make a deal here is EA. They know how much their reputation has suffered from year after lackluster year of the same crap, and are practically jumping out of their skins for the merger to happen. Didn't Evil Asses try this same thing not too long ago with the "struggling" Ubisoft? Well look how that turned out... Rayman, Ghost Recon, Rainbow Six, Splinter Cell, Naruto, and... oh yea, ASSASSIN'S CREED. I think Ubi is doing pretty well for itself now, as a matter of fact, just to spite EA, if Take 2 needs to merge with anyone, it should be a partnership with Ubisoft!! How great of a "F@#K YOU EA" would that be? LOL :0) Personally, I think it'd be hysterical but what do I know.

@Volcanman

I dunno what fantasy world you live in, but EA is hardly a team player. when they get an IP, it gets milked to death.

an EA takeover would be terrible for T2 at this point. hopefully they stand their ground.

Good for them, EA has a ****** business ethic and is trying monopolize the gaming industry anyway.

I wish Bioware did this.

@Volcanman
I hate it when people call the Stories games just "milking" the franchise. They are not ports of the original. Yes they are based in the same city but they have an entirely new story line, songs, side missions, characters, new places to explore in the city, graphics, animations, etc. Not to mention Rockstar Leeds has proven that the PSP can do so much more than what other developers have done.

Basically Zelnick what said is "fuck off, we know your game, allright"

Great work, T2, stay strong, make great games. EA fu**s up everything it touches, look at what NFS, Burnout and C&C series came to be these days. Pile of garbage, i say, that corporation desecrates any franchise it gets.

With support from russian gaming community

Sick 'em Zelnick. I want to see R* on my GTA IV, not EA Edinburgh.

btw, Dennis, this would be a huge blow to the consumer. Has the ECA any comment on this yet?
 
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