Continues to Expect Take-Two Interactive
Software Transaction to Close in First Quarter of Take-Two’s Fiscal
Year 2023, ending June 30, 2022
Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive
entertainment, today announced the completion of the “go-shop”
period under the previously announced merger agreement (the
“Agreement”) with Take-Two Interactive Software (NASDAQ: TTWO)
(“Take Two”). Zynga is now subject to “no-shop” provisions under
the Agreement that limit its and its representatives’ ability to
solicit alternative acquisition proposals, subject to customary
“fiduciary out” provisions. Zynga also announced today the
expiration of the antitrust waiting period under Hart-Scott-Rodino
in connection with the pending acquisition.
Zynga’s Board of Directors continues to believe that the
transaction with Take-Two is in the best interests of Zynga and its
stockholders, and recommends that Zynga’s stockholders approve and
adopt the Agreement.
Zynga continues to expect the pending acquisition to be
completed during the first quarter of Take-Two’s Fiscal Year 2023,
ending June 30, 2022, subject to satisfaction of customary closing
conditions, including applicable stockholder and regulatory
approvals.
About Zynga Inc.
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.
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 inability
to obtain Take-Two’s or Zynga’s respective stockholder approval or
the failure to satisfy other conditions to completion of the
proposed combination, including receipt of regulatory approvals, 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
Take-Two’s and Zynga’s most recent Annual Reports on Form 10-K,
including the risks summarized in the section entitled “Risk
Factors,” Take-Two’s and Zynga’s most recent Quarterly Reports on
Form 10-Q, and 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 that will become the subject of a registration
statement on Form S-4 to be filed by Take-Two with the U.S.
Securities and Exchange Commission (the “SEC”), which will include
a joint proxy statement/prospectus. The registration statement on
Form S-4, including the joint proxy statement/prospectus, will
provide full details of the proposed combination and the attendant
benefits and risks. 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.
Participants In The Solicitation
Take-Two, Zynga and their respective directors and executive
officers may be deemed to be participants in any solicitation of
proxies in connection with the proposed business combination.
Information about Take-Two’s directors and executive officers is
available in Take-Two’s proxy statement dated July 27, 2021 for its
2021 Annual Meeting of Stockholders. Information about Zynga’s
directors and executive officers is available in Zynga’s proxy
statement dated April 5, 2021 for its 2021 Annual Meeting of
Stockholders. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the registration statement on Form S-4, including the joint proxy
statement/prospectus, and all other relevant materials to be filed
with the SEC regarding the proposed combination when they become
available.
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version on businesswire.com: https://www.businesswire.com/news/home/20220225005093/en/
(Investor Relations) Rebecca Lau Vice President Investor
Relations & Corporate Finance Investors@zynga.com
(Corporate Press) Kenny Johnston Senior Director Communications
Press@zynga.com
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