Summary
Take-Two Interactive Software, Inc. (TTWO) announced on June 2, 2021, its entry into a material definitive agreement to acquire a controlling stake in Nordeus Limited, a company based in Ireland. This acquisition involves an initial upfront payment of approximately $120.5 million in cash and the issuance of 515,181 unregistered shares of TTWO common stock. An additional option to acquire the remaining 5.5% of Nordeus for roughly $12.4 million is also included. The deal also features a significant earn-out component, potentially totaling up to $153 million in cash, tied to Nordeus's future EBITDA performance over the first two years post-acquisition. The issuance of TTWO shares is subject to customary transfer restrictions, with the company committing to file a resale registration statement by June 8, 2021. This acquisition is expected to bolster Take-Two's portfolio, particularly in the mobile gaming sector, given Nordeus's established presence.
Key Highlights
- 1Take-Two Interactive has acquired 94.5% of Nordeus Limited, an Irish gaming company, for approximately $120.5 million in cash and TTWO stock.
- 2The deal includes an option to acquire the remaining 5.5% of Nordeus for approximately $12.4 million.
- 3A substantial earn-out of up to $153 million is contingent on Nordeus achieving specific EBITDA performance targets over two years.
- 4The acquisition consideration includes 515,181 unregistered shares of Take-Two's common stock, subject to transfer restrictions.
- 5Take-Two will file a registration statement for the resale of these shares by June 8, 2021.
- 6The agreement includes customary representations, warranties, and covenants, such as non-solicitation and non-competition clauses for the seller.
- 7This move likely strengthens Take-Two's position in the mobile gaming market.