Take-Two Interactive Software, Inc. (NASDAQ: TTWO) and Zynga
Inc. (NASDAQ: ZNGA), two leaders in interactive entertainment,
announced today that the stockholders of each organization have
approved all proposals related to Take-Two’s combination with Zynga
at each company’s respective Special Meeting of Stockholders. As a
result, the closing of the business combination is expected to
occur on May 23, 2022 before market open, subject to the
satisfaction of the remaining customary closing conditions. Shares
of Zynga will cease trading after the market close on May 20, 2022,
and following the closing, Zynga will no longer be listed on the
NASDAQ exchange.
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“We are extremely pleased with the results from our Special
Meeting earlier today and I’d like to thank our stockholders for
their support as we embark on this exciting new chapter for our
business,” said Strauss Zelnick, Chairman and CEO of Take-Two. “We
believe that our combination with Zynga will be transformative for
our company as we create a powerful and diverse portfolio of
industry-leading titles, while also becoming a leader in mobile
games. As we deliver on our vision and unlock cost synergies and
revenue opportunities together, we believe that we can achieve
significant growth and create long-term stockholder value.”
“I thank our stockholders for their support of this transaction,
which will create an unparalleled portfolio that reaches massive
audiences across key platforms, genres, and territories,” said
Frank Gibeau, CEO of Zynga. “We are excited to be one step closer
to combining Zynga’s free-to-play expertise and next-generation
mobile platform with Take-Two’s best-in-class 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 the closing of the
transaction, Zynga will be combined with Take-Two on the terms set
forth in the merger agreement and Zynga stockholders will be
entitled to receive $3.50 in cash and 0.0406 shares of Take-Two
common stock per share of Zynga common stock.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software,
Inc. is a leading developer, publisher, and marketer of interactive
entertainment for consumers around the globe. The Company develops
and publishes products principally through Rockstar Games, 2K,
Private Division, and T2 Mobile Games. Our products are currently
designed for console gaming systems, PC, and Mobile including
smartphones and tablets, and are delivered through physical retail,
digital download, online platforms, and cloud streaming services.
The Company’s common stock is publicly traded on NASDAQ under the
symbol TTWO.
All trademarks and copyrights contained herein are the property
of their respective holders.
About Zynga
Zynga is a global leader in interactive entertainment with a
mission to connect the world through games. With massive global
reach in more than 175 countries and regions, Zynga has a diverse
portfolio of popular game franchises that have been downloaded more
than four billion times on mobile including CSR Racing™, Empires
& Puzzles™, FarmVille™, Golf Rival™, Hair Challenge™, Harry
Potter: Puzzles & Spells™, High Heels!™, Merge Dragons!™, Merge
Magic!™, Toon Blast™, Toy Blast™, Words With Friends™ and Zynga
Poker™. With Chartboost, a leading mobile advertising and
monetization platform, Zynga is an industry-leading next-generation
platform with the ability to optimize programmatic advertising and
yields at scale. Founded in 2007, Zynga is headquartered in
California with locations in North America, Europe, and Asia. For
more information, visit www.zynga.com or follow Zynga on Twitter,
Instagram, Facebook or the Zynga blog.
All trademarks and copyrights contained herein are the property
of their respective holders.
Cautionary Note Regarding Forward-Looking Statements
Statements contained herein which 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,” “expects,” “intends,” “plans,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “will,” or
words of similar meaning and include, but are not limited to,
statements regarding the proposed business combination of Take-Two
and Zynga and the outlook for Take-Two’s or Zynga’s future business
and financial performance. Such forward-looking statements are
based on the current beliefs of Take-Two and Zynga as well as
assumptions made by and information currently available to them,
which are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Actual outcomes and
results may vary materially from these forward-looking statements
based on a variety of risks and uncertainties including: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; the failure
to satisfy remaining conditions to completion of the proposed
combination on a timely basis or at all; risks that the proposed
combination disrupts each company’s current plans and operations;
the diversion of the attention of the respective management teams
of Take-Two and Zynga from their respective ongoing business
operations; the ability of either 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 business with Take-Two’s business or to integrate
the businesses within the anticipated timeframe; the outcome of any
legal proceedings that may be instituted against Take-Two, Zynga or
others following announcement of the proposed combination; the
amount of the costs, fees, expenses and charges related to the
proposed combination; the uncertainty of the impact of the COVID-19
pandemic and measures taken in response thereto; the effect of
economic, market or business conditions, including competition,
consumer demand and the discretionary spending patterns of
customers, or changes in such conditions, have on Take-Two’s,
Zynga’s and the combined company’s operations, revenue, cash flow,
operating expenses, employee hiring and retention, relationships
with business partners, the development, launch or monetization of
games and other products, and customer engagement, retention and
growth; the risks of conducting Take-Two’s and Zynga’s business
internationally; the impact of changes in interest rates by the
Federal Reserve and other central banks; the impact of potential
inflation, volatility in foreign currency exchange rates and supply
chain disruptions; the ability to maintain acceptable pricing
levels and monetization rates for Take-Two’s and Zynga’s games; and
risks relating to the market value of Take-Two’s common stock to be
issued in the proposed combination. Other important factors and
information are contained in the joint proxy statement/prospectus
mailed by Take-Two to its stockholders in connection with the
proposed business combination of Take-Two and Zynga and in
Take-Two’s and Zynga’s most recent Annual Reports 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 each company’s other periodic filings with the
SEC, which can be accessed 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 apply only as of the date they are made.
Neither Take-Two nor Zynga undertakes any obligation to update any
forward-looking statement, 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 of
Take-Two and Zynga. In connection with the proposed business
combination Take-Two filed a registration statement on Form S-4
with the U.S. Securities and Exchange Commission (the “SEC”), that
includes a joint proxy statement/prospectus. The registration
statement on Form S-4, including the joint proxy
statement/prospectus, provides details of the proposed combination
and the attendant benefits and risks. The registration statement
was declared effective on April 7, 2022, and the definitive joint
proxy statement/prospectus was sent to Take-Two and Zynga
stockholders. 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 stockholders in
connection with the proposed combination. Investors and security
holders are urged to read the registration statement on Form S-4,
including the definitive joint proxy statement/prospectus, and all
other relevant documents filed with the SEC or sent to Take-Two’s
or Zynga’s stockholders as they become available because they will
contain important information about the proposed combination. All
documents, when filed, will be available free of charge at the
SEC’s website (www.sec.gov). You may also obtain these documents by
contacting Take-Two’s Investor Relations department at
contact@take2games.com; or by contacting Zynga’s Investor Relations
department at investors@zynga.com. 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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version on businesswire.com: https://www.businesswire.com/news/home/20220519005677/en/
TAKE-TWO CONTACTS: (Investor
Relations) Nicole Shevins Senior Vice President Investor Relations
& Corporate Communications (646) 536-3005
Nicole.Shevins@take2games.com (Corporate Press) Alan Lewis Vice
President Corporate Communications & Public Affairs (646)
536-2983 Alan.Lewis@take2games.com ZYNGA
CONTACTS: (Corporate Press) Kenny Johnston Director
Communications Press@zynga.com
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