Summary
Take-Two Interactive Software, Inc. (TTWO) has entered into a definitive agreement to acquire The Gearbox Entertainment Company, Inc. for a base purchase price of $460 million. This acquisition will be paid for using newly issued shares of Take-Two's common stock. The deal is structured as a stock purchase, where Take-Two's subsidiary will acquire 100% of Gearbox's capital stock from Gearbox Seller, an entity within Embracer Group AB. The transaction is subject to customary closing conditions, including regulatory approvals such as the Hart-Scott Rodino Antitrust Improvements Act. The closing is expected to occur on the third business day following the satisfaction of these conditions, or six business days after Take-Two announces its fiscal year-end earnings. The agreement also includes provisions for customary representations, warranties, and pre-closing covenants to ensure the ordinary course operation of Gearbox's business.
Key Highlights
- 1Take-Two Interactive to acquire The Gearbox Entertainment Company for $460 million.
- 2Purchase price to be paid entirely in newly issued Take-Two common stock.
- 3Acquisition structured as a 100% stock purchase of Gearbox Entertainment.
- 4Transaction is subject to standard closing conditions, including antitrust reviews (HSR Act).
- 5Closing is contingent on regulatory approvals and other customary conditions.
- 6Deal expected to close shortly after Take-Two's upcoming earnings announcement for fiscal year ending March 31, 2024.
- 7Gearbox will operate in the ordinary course of business pending the closing.