Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
19 Mai 2022 - 11:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2022
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-34003 |
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51-0350842 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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110 West 44th St.
New York, New York, 10036
(Address of Principal Executive Offices and Zip Code) |
Registrants telephone number, including area code: (646)
536-2842
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading
Symbol |
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Name of each exchange
on which registered |
Common Stock, $.01 par value |
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TTWO |
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NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At 11:00 a.m., Eastern Time, on May 19, 2022, Take-Two Interactive Software, Inc.
(Take-Two) held a special meeting of stockholders (the Special Meeting) to consider certain proposals related to the Agreement and Plan of Merger, dated January 9, 2022, among Take-Two, Zebra MS I, Inc. (Merger Sub 1), Zebra MS II, Inc. (Merger Sub 2), and Zynga Inc. (Zynga), as the same may be amended from time to time (the Merger
Agreement).
As of the close of business on April 4, 2022, the record date for the Special Meeting, there were 115,457,154 shares of Take-Two common stock, par value $0.01 per share (the Common Stock) issued and outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a
total of 82,585,999 shares of Common Stock, representing approximately 71.53% of the issued and outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
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1. |
The proposal to approve the issuance of shares of Common Stock to stockholders of Zynga in connection with the
combination contemplated by the Merger Agreement. |
This proposal is referred to as the
Take-Two share issuance proposal.
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2. |
The proposal to approve the adoption of an amendment to Take-Twos
Restated Certificate of Incorporation to increase the number of authorized shares of Take-Two capital stock from 205,000,000 to 305,000,000, of which 300,000,000 shares will be Common Stock and 5,000,000
shares will be preferred stock. |
This proposal is referred to as the
Take-Two charter amendment proposal.
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3. |
The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit
additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Take-Two share issuance proposal and the Take-Two charter amendment
proposal. |
This proposal is referred to as the Take-Two adjournment
proposal.
Each of the three proposals was approved by the requisite vote of the Companys stockholders. The final voting results for each
proposal are described below. For more information on each of these proposals, see the definitive joint proxy statement filed by Take-Two and Zynga with the U.S. Securities and Exchange Commission on
April 7, 2022 (the Joint Proxy Statement).
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1. |
Take-Two share issuance proposal: |
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Votes For |
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Votes Against |
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Abstentions |
80,495,820 |
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1,904,910 |
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185,269 |
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2. |
Take-Two charter amendment proposal: |
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Votes For |
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Votes Against |
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Abstentions |
80,339,888 |
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2,060,575 |
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185,536 |
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3. |
Take-Two adjournment proposal: |
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Votes For |
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Votes Against |
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Abstentions |
74,454,525 |
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8,081,803 |
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49,671 |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
As previously reported on Take-Twos Form 8-K filed with the SEC on May 17, 2022
(the Prior Form 8-K), subject to and upon the closing of the combination, Ellen Siminoff and William Bing Gordon, the two members of the Zynga board of directors who were selected by Zynga for appointment to the Take-Two
Board pursuant to the Merger Agreement, will become members of the Take-Two Board of Directors. The disclosure set forth under Item 5.02 of the Prior Form 8-K is hereby incorporated herein by reference. Mr. Gordon will not qualify as an
independent director under the applicable rules of The Nasdaq Stock Market because he is a party to a pre-existing consulting agreement with Zynga, the terms of which are described in Zyngas Form 10-K/A filed with the SEC on April
4, 2022 and incorporated by reference in the Joint Proxy Statement, which description is incorporated by reference herein.
-2-
Exchange Ratio
Pursuant to the terms of the Merger
Agreement, upon the closing of the combination contemplated by the Merger Agreement, Zynga stockholders will be entitled to receive $3.50 in cash and 0.0406 shares of Common Stock for each share of Zyngas class A common stock, par value
$0.00000625 per share (the Zynga Common Stock), that they hold. Furthermore, pursuant to the terms of the Merger Agreement, the equity award exchange ratio governing Take-Twos assumption of
outstanding options to purchase Zynga Common Stock, restricted stock unit awards covering Zynga Common Stock and performance stock unit awards covering Zynga Common Stock shall be 0.0702.
Press Release
On May 19, 2022, the Company and
Zynga issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of the Zynga stockholders held on May 19, 2022 in connection with the combination contemplated by the Merger Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed herewith:
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Exhibit Number |
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Description |
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99.1 |
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Joint Press Release of Take-Two Interactive Software, Inc. and Zynga Inc., dated May 19, 2022. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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TAKE-TWO INTERACTIVE SOFTWARE, INC. |
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Dated: May 19, 2022 |
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By: |
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/s/ Matthew Breitman |
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Name: |
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Matthew Breitman |
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Title: |
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Senior Vice President, General Counsel Americas & Corporate Secretary |
-4-
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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TAKE-TWO CONTACTS: |
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(Investor Relations) |
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(Corporate Press) |
Nicole Shevins |
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Alan Lewis |
Senior Vice President |
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Vice President |
Investor Relations & Corporate Communications |
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Corporate Communications & Public Affairs |
(646) 536-3005 |
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(646) 536-2983 |
Nicole.Shevins@take2games.com |
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Alan.Lewis@take2games.com |
ZYNGA CONTACTS:
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(Corporate Press) |
Kenny Johnston |
Director Communications |
Press@zynga.com |
Take-Two Interactive Software, Inc. and Zynga Inc.
Stockholders Approve Proposals Related to Pending Transaction
New York, NY and San Francisco, CA May 19, 2022 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-Twos combination with Zynga at each companys 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.
We are extremely pleased with the results from our Special Meeting earlier today and Id 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 Zyngas free-to-play expertise and next-generation mobile platform with Take-Twos
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 Companys 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-Twos or Zyngas 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 companys 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 Zyngas
business with Take-Twos 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-Twos, Zyngas and the combined companys 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-Twos and Zyngas 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-Twos and Zyngas games; and risks relating to the market value of Take-Twos 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-Twos and Zyngas most recent Annual Reports on Form 10-K, including the risks summarized in the section entitled Risk Factors, in Take-Twos and Zyngas most
recent Quarterly Reports on Form 10-Q, and in each companys 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-Twos or Zyngas 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 SECs website (www.sec.gov). You may also obtain these documents
by contacting Take-Twos Investor Relations department at contact@take2games.com; or by contacting Zyngas 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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