Introduction
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of January 9, 2022 (as amended by the First Amendment to
the Agreement and Plan of Merger, dated as of March 10, 2022, and the Second Amendment to the Agreement and Plan of Merger, dated as of May 4, 2022, the Merger Agreement), by and among Zynga Inc., a Delaware corporation
(Target), Take-Two Interactive Software, Inc., a Delaware corporation (Parent), Zebra MS I, Inc., a Delaware corporation and wholly owned subsidiary of Parent
(Merger Sub 1), and the Zebra MS II, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub 2).
Pursuant to the terms of the Merger Agreement, on May 23, 2022, Merger Sub 1 merged with and into Target with Target continuing as the
surviving corporation and as a wholly owned subsidiary of Parent (the First Merger), and immediately following the First Merger, Target merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving corporation
and as a wholly owned subsidiary of Parent under the name Zynga Inc. (the Successor Company) (the Second Merger, and together with the First Merger, the Combination). As a result of the
Combination, a Fundamental Change (as defined in each Indenture (as defined below)) with respect to Target occurred on May 23, 2022.
Reference is further made to (a) that certain Indenture, dated as of June 14, 2019 (the Original 2024 Indenture),
between Target and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated as of May 23, 2022, among
Target, Parent, Merger Sub 2 and the Trustee (the First 2024 Supplemental Indenture, and together with the Original 2024 Indenture, the 2024 Indenture), relating to the 2024 Notes (defined below), and
(b) that certain Indenture, dated as of December 17, 2020 (the 2026 Original Indenture), between Target and Trustee, as supplemented by the First Supplemental Indenture, dated as of May 23, 2022, among Target,
Parent, Merger Sub 2 and the Trustee (the 2026 First Supplemental Indenture, and together with the 2026 Original Indenture, the 2026 Indenture and, together with the 2024 Indenture, the
Indentures and each an Indenture), relating to the 2026 Notes (defined below).
In connection with
the Combination, pursuant to the terms of the First 2024 Supplemental Indenture and the First 2026 Supplemental Indenture, Parent unconditionally guaranteed all of the Successor Companys obligations under the Notes and the Indentures,
including any payments with respect to the repurchase offer made by the 2024 Notes Notices and the 2026 Notes Notice (each defined below).
This Tender Offer Statement on Schedule TO (Schedule TO) is filed by Parent and the Successor Company and is intended to
satisfy the disclosure requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended. All of the information set forth in the
Notes Notices (defined below) is incorporated by reference herein in response to Items 1 through 13, except those items to which information is specifically provided herein. All capitalized terms used but not specifically defined in this Schedule TO
shall have the meanings given to such terms in the Notes Notices, as applicable.
Items 1 through 9, and Item 11.
As required by each Indenture, this Schedule TO is being filed by Parent and the Successor Company with respect to the right of each holder of
the applicable Notes to require the Successor Company to repurchase, at such holders option:
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in the case of the 2024 Notes, 100% of the principal amount of the 2024 Notes, plus accrued and unpaid interest
thereon to, but excluding, June 23, 2022, pursuant to the terms and conditions of (i) the Offer to Purchase and Notice of Fundamental Change, Make-Whole Fundamental Change, Share Exchange Event, Settlement Method and Entry into
Supplemental Indenture to holders of 0.25% Convertible Senior Notes due 2024 (the 2024 Notes), dated May 23, 2022 (the 2024 Notes Notice), attached hereto as Exhibit (a)(1)(i), (ii) the 2024 Indenture and
(iii) the 2024 Notes; and |
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