Summary
This 8-K filing from Take-Two Interactive Software, Inc. reports on the disposition of assets, specifically the sale of its wholly-owned subsidiary, Toga Holdings B.V., which was the parent company of Pixel Broadband Studios, Ltd. The sale was made to Gameplay.com plc, a UK-based corporation. This transaction signifies a strategic shift for Take-Two, moving away from a specific subsidiary and potentially refocusing on core competencies or divesting non-core assets. The consideration received includes shares in Gameplay.com plc and warrants, along with online distribution rights and a joint marketing agreement, indicating an ongoing strategic relationship. Investors should note the value of the consideration received, which includes a significant equity stake (approximately 18.1%) in Gameplay.com plc, traded on the London Stock Exchange's Alternative Investment Market. The arrangement also includes ongoing revenue-sharing and advertising commitments from Gameplay.com, suggesting potential future upside. The arm's length negotiation of the terms implies a fair market valuation. This event marks a significant operational and financial development for Take-Two Interactive Software, Inc. as of October 2000.
Key Highlights
- 1Take-Two Interactive Software, Inc. (TTWO) sold its subsidiary Toga Holdings B.V. (parent of Pixel Broadband Studios, Ltd.) to Gameplay.com plc.
- 2The transaction closed on October 2, 2000.
- 3Consideration received includes 14,600,044 shares of Gameplay.com plc common stock, representing approximately 18.1% ownership.
- 4Warrants to purchase one million shares of Gameplay.com stock were also issued.
- 5Take-Two granted certain on-line distribution rights for its existing and future products to Gameplay.com.
- 6Gameplay.com issued an additional 771,654 shares to Take-Two as consideration for distribution rights and agreed to provide online advertising and profit sharing.
- 7A joint marketing agreement was entered into to exploit broadband opportunities.