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TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Material Agreement (Apr 1, 2024)

Filed April 1, 2024For Securities:TTWO

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.

Frequently Asked Questions

This 8-K filing announces that Take-Two Interactive Software, Inc. has entered into a material definitive agreement to acquire The Gearbox Entertainment Company, Inc.

The base purchase price is $460 million. This amount will be paid in newly issued shares of Take-Two's common stock, valued based on its volume-weighted average closing price for the five trading days prior to closing. A customary post-closing adjustment for cash, indebtedness, expenses, and working capital is also included.

The closing is subject to customary conditions, including the expiration or termination of waiting periods under the Hart-Scott Rodino Antitrust Improvements Act, obtaining other necessary regulatory approvals, and the absence of any governmental orders prohibiting the transaction. Both parties' representations and warranties must be accurate, and obligations must be performed in all material respects.

The closing will occur on the later of the third business day after all conditions are satisfied or waived, or six business days after Take-Two announces its earnings for the fiscal year ending March 31, 2024. The agreement also specifies an 'Outside Date' of September 27, 2024, for the completion of the transaction.