Take-Two Interactive Software, Inc. Responds To Electronic Arts’ Fifth Extension Of Tender Offer
New York, NY— July 2008 — Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today responded to Electronic Arts Inc.’s (NASDAQ:ERTS) announcement that it is extending for a fifth time its unsolicited conditional tender offer to acquire all of Take-Two’s outstanding shares.
As reported by EA, only 11,741,339 of Take-Two’s outstanding shares, or approximately 15% of the total, tendered into EA’s offer as of 5:00 p.m. Eastern time on July 18, 2008.
Strauss Zelnick, Chairman of Take-Two, said, “Take-Two’s Board continues to be 100% committed to maximizing stockholder value and remains unanimous in continuing to recommend that our stockholders not tender their shares to EA. We are fully engaged in a formal process to evaluate strategic alternatives that have the potential to deliver greater value than EA’s inadequate offer. As part of this process, we continue to engage in meaningful discussions with multiple parties, a number of whom have been conducting due diligence. We also remain absolutely focused on executing on our strategic and business objectives.”
Ben Feder, Chief Executive Officer, added, “In February, Take-Two’s board rejected EA’s offer as inadequate. Since then, the record-shattering release of Grand Theft Auto IV, the exciting announcement of a BioShock movie, and our ability to deliver financial results exceeding expectations have further demonstrated that our value-creation potential is greater than EA’s offer. Take-Two is also continuing to create significant value through the development of world-class entertainment products, as well as improved operational and financial performance. Our stockholders will be the beneficiaries of these achievements, and it is management’s mission to deliver the greatest value possible for them.”
Important Legal Information
In connection with the tender offer commenced by Electronic Arts Inc., the Company has filed with the Securities Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9. The Company’s stockholders should read carefully the Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments or supplements thereto) prior to making any decisions with respect to Electronic Arts’ tender offer because it contains important information. Free copies of the Solicitation/Recommendation Statement on Schedule 14D-9 and the related amendments or supplements thereto that the Company has filed with the SEC are available at the SEC’s website at www.sec.gov. This communication does not constitute an offer to sell or invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to Electronic Arts’ tender offer or otherwise.
This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws. Such forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to them. The Company has no obligation to update such forward-looking statements. Actual results may vary significantly from these forward-looking statements based on a variety of factors. These risks and uncertainties include the matters relating to the Special Committee’s investigation of the Company’s stock option grants and the restatement of our consolidated financial statements. The investigation and conclusions of the Special Committee may result in claims and proceedings relating to such matters, including previously disclosed shareholder and derivative litigation and actions by the Securities and Exchange Commission and/or other governmental agencies and negative tax or other implications for the Company resulting from any accounting adjustments or other factors. Further risks and uncertainties associated with Electronic Arts’ tender offer to acquire the Company’s outstanding shares are as follows: the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with the Company; the risk that the acquisition proposal will make it more difficult for the Company to execute its strategic plan and pursue other strategic opportunities; the risk that the future trading price of our common stock is likely to be volatile and could be subject to wide price fluctuations; and the risk that stockholder litigation in connection with Electronic Arts’ tender offer, or otherwise, may result in significant costs of defense, indemnification and liability. Other important factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007, in the section entitled “Risk Factors,” as updated in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008, in the section entitled “Risk Factors.” All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made.
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