Skip to content
AnalystLens

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Material Agreement (Nov 10, 2020)

Reports
Material Agreements·Securities & Listing·Regulation FD+2
Filing Date
Filed November 10, 2020
Period End
November 10, 2020
Security
TTWO
In the record · 2016–202610-K1110-Q338-K116

TTWO filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 116 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · May ’18May ’18
  2. Material agreement8-K · Jun ’22Jun ’22
  3. Material agreement8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed November 10, 2020. Cited figures are marked; the original filing is the authoritative source.

Take-Two Interactive Software, Inc. (TTWO) has announced a recommended offer to acquire Codemasters Group Holdings plc in a cash and stock transaction.

This acquisition, valued at approximately £759 million ($994 milliona) based on November 5, 2020, closing prices, represents a significant strategic move for Take-Two in the racing game genre. The proposed transaction involves Codemasters shareholders receiving 120 pence in cash and 0.02834 shares of Take-Two common stock for each Codemasters ordinary share.

The deal is expected to close in the first calendar quarter of 2021, subject to customary closing conditions, including shareholder approval, regulatory clearances (antitrust in Austria and Germany), and the absence of material adverse effects on Codemasters. This acquisition aims to enhance Take-Two's portfolio with Codemasters' strong racing IP.

02—Key points

Key Highlights

  1. Take-Two Interactive to acquire Codemasters Group Holdings plc for approximately £759 million ($994 million).
  2. The acquisition is a cash and stock transaction, with Codemasters shareholders to receive 120 pence cash and 0.02834 shares of Take-Two common stock per Codemasters share.
  3. The deal is expected to close in the first calendar quarter of 2021.
  4. Key conditions for closing include shareholder approval, antitrust clearances in Austria and Germany, and no material adverse effect on Codemasters.
  5. Codemasters directors, holding 4.34% of shares, have provided irrevocable undertakings to vote in favor of the acquisition.
  6. The shares issued by Take-Two in the acquisition will be issued under an exemption from registration under the Securities Act of 1933.
  7. Take-Two has the option to implement the acquisition via a takeover offer, subject to regulatory consent.

03—Questions

Frequently Asked Questions

  1. What is the primary strategic rationale behind Take-Two's acquisition of Codemasters?

    The acquisition of Codemasters is expected to significantly strengthen Take-Two's position in the racing game genre, adding Codemasters' valuable intellectual property and expertise to its already strong portfolio. This move diversifies Take-Two's offerings and expands its market reach within a popular gaming category.

  2. What are the key financial terms of the acquisition?

    The acquisition values Codemasters at approximately £759 million ($994 million). Codemasters shareholders will receive a combination of cash (120 pence per share) and Take-Two common stock (0.02834 shares per share) for their holdings. The exact value per share fluctuates based on Take-Two's stock price and currency exchange rates.

  3. What are the main conditions that need to be met for the acquisition to close?

    The acquisition is contingent upon several key conditions, including the approval of the scheme by Codemasters' shareholders, sanction by the High Court of England and Wales, receipt of necessary antitrust clearances (specifically mentioned are Austria and Germany), and the absence of any material adverse effect on Codemasters' business.

  4. When is the acquisition expected to be completed?

    Subject to the satisfaction or waiver of all closing conditions, Take-Two anticipates completing the acquisition in the first calendar quarter of 2021.

04—Continue

← View all 8-K filings