Summary
Take-Two Interactive Software, Inc. (TTWO) announced on November 26, 2013, a significant share repurchase transaction and a related termination of a prior agreement with the Icahn Group. The company repurchased approximately 12 million shares of its common stock from the Icahn Group for a total of over $203 million, funded by existing cash reserves. This transaction was approved by the Board of Directors, with a committee of independent directors recommending the action. Concurrently with the share repurchase, the Company and the Icahn Group mutually terminated a 2010 agreement. This termination also resulted in the immediate resignations of three directors affiliated with the Icahn Group – Brett Icahn, James Nelson, and SungHwan Cho – from the Board of Directors, effective upon the closing of the repurchase. The company has appointed two existing directors to its Audit Committee on an interim basis.
Key Highlights
- 1Take-Two Interactive repurchased 12,020,744 shares of common stock from the Icahn Group for $16.93 per share, totaling approximately $203.5 million.
- 2The share repurchase was funded entirely by the company's available cash and cash equivalents.
- 3The transaction was approved by the Board of Directors following a recommendation from a committee of independent directors.
- 4A material definitive agreement dated January 20, 2010, with the Icahn Group was mutually terminated concurrently with the share repurchase.
- 5The termination of the agreement led to the immediate resignations of three Icahn Group-affiliated directors: Brett Icahn, James Nelson, and SungHwan Cho.
- 6Michael Dornemann and J Moses were appointed as interim members of the Audit Committee following the director resignations.