Take-Two Interactive Software, Inc. and Zynga Inc. Shareholders Approve Pending Transaction Proposals


NEW YORK AND SAN FRANCISCO–(BUSINESS WIRE)–Take-Two Interactive Software, Inc. (NASDAQ: TTWO) and Zynga Inc. (NASDAQ: ZNGA), two leaders in interactive entertainment, today announced that shareholders in each organization have approved all proposals related to the Take-Two’s combination with Zynga at each company’s special shareholders’ meeting. Accordingly, the closing of the business combination is expected to occur on May 23, 2022 before market opening, subject to satisfaction of the remaining customary closing conditions. Zynga’s shares will cease trading after the market closes on May 20, 2022, and after the close, Zynga will no longer be listed on the NASDAQ exchange.

“We are extremely pleased with the results of our extraordinary meeting held earlier today and would like to thank our shareholders for their support as we embark on this exciting new chapter for our business,” said Strauss Zelnick, Chairman and Chief Executive Officer of Take-Two. . “We believe our association with Zynga will be transformative for our business as we create a powerful and diverse portfolio of industry-leading titles, while also becoming a leader in mobile games. cost synergies and revenue opportunities, we believe we can achieve significant growth and create long-term value for our shareholders.

“I thank our shareholders for their support of this transaction, which will create an unprecedented portfolio that will reach massive audiences across key platforms, genres and territories,” said Frank Gibeau, CEO of Zynga. “We’re excited to be one step closer to combining Zynga’s expertise in free-to-play and next-gen mobile platform with Take-Two’s best capabilities and renowned intellectual properties.” We look forward to what our team can accomplish with Take-Two.

Under the terms of the merger agreement, upon closing of the transaction, Zynga will be merged with Take-Two under the terms set forth in the merger agreement and Zynga shareholders will be entitled to receive $3.50 in cash and 0.0406 shares of Take-Two. common shares per common share of Zynga.

About Take-Two Interactive Software

Based in New York, Take-Two Interactive Software, Inc. is a leading developer, publisher and distributor of interactive consumer entertainment worldwide. The company develops and publishes products primarily through Rockstar Games, 2K, Private Division and T2 Mobile Games. Our products are currently designed for console, PC and mobile gaming systems, including smartphones and tablets, and are delivered via physical retail, digital download, online platforms and cloud streaming services. The common shares of the Company are listed on NASDAQ under the symbol TTWO.

All trademarks and copyrights contained in this document are the property of their respective owners.

About Zynga

Zynga is a global leader in interactive entertainment on a mission to connect the world through games. With a massive global reach in over 175 countries and regions, Zynga has a diverse portfolio of popular game franchises that have been downloaded over four billion times on mobile, including CSR Race™, Empires & Puzzles™, FarmVille™, Golf Rival™, HairChallenge™, Harry Potter: puzzles and spells™, High heels!™, Merge the dragons!™, Merge the magic!™, cartoon explosion™, Toy explosion™, Words between friends™ and Zynga-Poker™. With Chartboost, a leading mobile advertising and monetization platform, Zynga is an industry-leading next-generation platform capable of optimizing programmatic advertising and returns at scale. Founded in 2007, Zynga is headquartered in California and has locations in North America, Europe and Asia. For more information, visit www.zynga.com or follow Zynga at TwitterInstagram, Facebook or the Zynga blog.

All trademarks and copyrights contained in this document are the property of their respective owners.

Caution Regarding Forward-Looking Statements

Statements contained herein that are not historical facts may be considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates”, “believes”, “estimates”. , “plans”, “intends”, “anticipates”, “potential”, “predicts”, “projects”, “seeks”, “should”, “shall” or words of similar meaning and include, but without s Limit thereto, statements regarding the proposed business combination of Take-Two and Zynga and the outlook for the future business and financial performance of Take-Two or Zynga. These forward-looking statements are based on Take-Two and Zynga’s current beliefs and assumptions and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results and results could differ materially from these forward-looking statements depending on various risks and uncertainties, including: the occurrence of any event, change or other circumstance that could cause the termination of the merger agreement; failure to satisfy the remaining conditions until completion of the proposed combination on a timely basis or at all; the risks that the proposed combination will disrupt each company’s current plans and operations; the diversion of the attention of Take-Two’s and Zynga’s respective management teams from their respective ongoing business operations; the ability of Take-Two, Zynga or the combined company to retain key personnel; the ability to realize the benefits of the proposed combination, including net bookings opportunities and cost synergies; the ability to successfully integrate Zynga’s businesses with those of Take-Two or to integrate the businesses when expected; the outcome of any legal proceedings that may be brought against Take-Two, Zynga or others following the announcement of the proposed combination; the amount of costs, fees, costs and charges related to the proposed combination; the uncertainty of the impact of the COVID-19 pandemic and the measures taken in response; the effect of economic, market or business conditions, including competition, consumer demand and discretionary spending habits of customers, or changes in such conditions, have on operations, revenues, cash flows, operating expenses of Take-Two, Zynga and the combined company, employee hiring and retention, relationships with business partners, development, launch or monetization of games and other products, and customer engagement, retention and growth; risks related to the conduct of Take-Two’s and Zynga’s international business; the impact of interest rate changes by the Federal Reserve and other central banks; the impact of potential inflation, exchange rate volatility and supply chain disruptions; the ability to maintain acceptable pricing levels and monetization rates for Take-Two and Zynga games; and risks relating to the market value of the common shares of Take-Two to be issued in connection with the proposed combination. Other important factors and information are contained in the joint proxy statement/prospectus sent by Take-Two to its shareholders in connection with the proposed business combination of Take-Two and Zynga and in the most recent annual reports. of Take-Two and Zynga on Form 10-K, including the risks summarized in the section entitled “Risk Factors”, in Take-Two’s and Zynga’s most recent quarterly reports on Form 10-Q, and in the each company’s other periodic filings with the SEC, which may be viewed at www.take2games.com in the case of Take-Two, http://investor.zynga.com in the case of Zynga, or www.sec.gov . All forward-looking statements are qualified by these cautionary statements and speak only as of the date on which they are made. Neither Take-Two nor Zynga undertakes to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional information and where to find it

This communication relates to a proposed business combination between Take-Two and Zynga. In connection with the proposed business combination, Take-Two has filed a registration statement on Form S-4 with the United States Securities and Exchange Commission (the “SEC”), which includes a proxy statement joint proxies/prospectuses. The registration statement on Form S-4, including the proxy statement/joint prospectus, provides details of the proposed combination and the benefits and risks associated with it. The registration statement was declared effective on April 7, 2022 and the definitive joint proxy statement/prospectus was sent to shareholders of Take-Two and Zynga. This communication is not a substitute for the registration statement on Form S-4, including the joint proxy statement/prospectus, or any other document that Take-Two or Zynga may file with the SEC or send to their respective shareholders as part of the combination project. Investors and security holders are urged to read the registration statement on Form S-4, including the definitive proxy statement/joint prospectus, and all other relevant documents filed with the SEC or sent to stockholders of Take-Two or Zynga as they become available as they will contain important information about the combination offered. All documents, once filed, will be available free of charge on the SEC’s website (www.sec.gov). You can also obtain these documents by contacting the Investor Relations department of Take-Two at [email protected]; or by contacting Zynga’s Investor Relations Department at [email protected] 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.


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