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 Take-Twos and Zyngas most recent Annual Reports on Form 10-K, including the risks summarized in the section entitled Risk Factors, Take-Twos and Zyngas most recent Quarterly Reports on Form 10-Q, and 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 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-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.
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-Twos directors and executive officers is available in
Take-Twos proxy statement dated July 27, 2021 for its 2021 Annual Meeting of Stockholders. Information about Zyngas directors and executive officers is available in Zyngas 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. Investors should read the registration statement on Form S-4, including the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment
decisions.
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