EA's Take-Two Buyout Offer Expires Today, Companies Begin Talking 'Strategic Alternatives'
by Chris Faylor, Aug 18, 2008 9:21am PDTElectronic Arts' oft-extended deadline for its hostile takeover of Grand Theft Auto owner Take-Two Interactive Software will expire today, the companies have confirmed.
With the takeover threat no longer looming, EA will sign a confidentiality agreement that will provide it with the "in-depth management presentation" that Take-Two is using in the "formal process to evaluate strategic alternatives" it mentioned back in March.
The owner of multiple successful properties, including Grand Theft Auto, Max Payne, Civilization and BioShock, Take-Two was first presented with EA's unsolicited $2 billion buyout offer in February. It declined the offer, prompting EA to pursue a hostile takeover.
"We are continuing to consider all alternatives that will maximize value to our stockholders," noted Take-Two CEO Ben Feder. "We are engaged in discussions with other parties as part of a formal process to generate greater value and will act quickly to assist EA in moving expeditiously through our process."
Below are letters exchanged between EA CEO John Riccitiello and Take-Two chairman Strauss Zelnick, which further explain the decisions.
August 17, 2008
Mr. John S. Riccitiello
Chief Executive Officer
Electronic Arts Inc.
209 Redwood Shores ParkwayRedwood 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,
Strauss Zelnick
Executive Chairman of the Board
August 18, 2008Mr. Strauss Zelnick
Executive Chairman of the Board of Directors
Take-Two Interactive Software, Inc.
622 BroadwayNew 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,
John Riccitiello
Chief Executive Officer
"We welcome EA into our formal process and look forward to demonstrating to their Board the significant strides made by Take-Two since they last undertook a detailed review of our business in early 2007," Zelnick added in press release.
"Our Board remains unwavering in its belief that EA's unsolicited conditional tender offer of $25.74 per share was inadequate and undervalued Take-Two's world-class entertainment franchises and our strong operational and financial performance."
Daily Filter: The Witcher 2: Assassins of Kings Enhanced Edition, MLB 12: The Show
Cradle trailer shows off Russian indie adventure game
WoW Monopoly, StarCraft RISK announced at Toy Fair
Jersey Shore's 'The Situation' signs App deal
Blacklight: Retribution open beta begins Feb 27
Comments
http://www.atelier-us.com/media-entertainment/article/electronic-arts-to-takeover-take-two-or-not#more-708
Unless Take Two is willing to sell Sid Meier's stuff seperately...just pass.
Thread Truncated. Click to see all 5 replies.
Thread Truncated. Click to see all 4 replies.
Thread Truncated. Click to see all 5 replies.