Take-Two Interactive Software, Inc. and Zynga Inc. Stockholders Approve Proposals Related to Pending Transaction

Rhea-AI Summary

Take-Two Interactive Software (NASDAQ: TTWO) and Zynga (NASDAQ: ZNGA) announced stockholder approval for their merger at separate Special Meetings. The business combination is set to close on May 23, 2022, pending customary conditions, with Zynga shares ceasing to trade on May 20, 2022. Zynga stockholders will receive $3.50 in cash plus 0.0406 shares of Take-Two stock for each Zynga share. This merger aims to create a robust portfolio, enhancing both companies' positions in the gaming market and focusing on mobile games.

Positive

• Stockholder approval received for the merger.
• Anticipated closing of the merger on May 23, 2022.
• Zynga stockholders will receive cash and Take-Two shares, enhancing shareholder value.
• The merger aims to create a powerful portfolio and leadership in mobile gaming.

Negative

• Zynga will be delisted from NASDAQ post-merger.
• Potential integration risks and uncertainty regarding cost synergies and revenue opportunities.

NEW YORK & SAN FRANCISCO--(BUSINESS WIRE)-- 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.

“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.

View source 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

Source: Take-Two Interactive

FAQ

When is the Take-Two and Zynga merger closing date?

The merger is expected to close on May 23, 2022.

What will happen to Zynga's stock after the merger?

Zynga shares will cease trading on May 20, 2022.

What are Zynga stockholders entitled to in the merger?

Zynga stockholders will receive $3.50 in cash and 0.0406 shares of Take-Two stock per Zynga share.

What stock symbols are related to this merger?

The stock symbols are TTWO for Take-Two and ZNGA for Zynga.

What is the significance of the Take-Two and Zynga merger?

The merger aims to create a diverse portfolio and establish leadership in mobile gaming, potentially enhancing long-term shareholder value.