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