Summary
Take-Two Interactive Software Inc. (TTWO) has officially closed its acquisition of The Gearbox Entertainment Company, Inc. as of June 11, 2024. This transaction was financed through the issuance of 2,830,084 unregistered shares of Take-Two's common stock to Gearbox Parent. The number of shares issued was determined based on the agreed-upon valuation formula within the Share Purchase Agreement, which linked the share count to the volume-weighted average closing price of Take-Two's stock in the days leading up to the closing. These newly issued shares are not registered under the Securities Act of 1933 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act. This means the shares were not offered to the public and the issuance was restricted to a sophisticated party, in this case, the seller of Gearbox. Investors should note that while this is a significant strategic acquisition, the immediate impact on share count has increased, and these specific shares are not immediately tradable on the open market by the recipient.
Key Highlights
- 1Take-Two Interactive has completed the acquisition of The Gearbox Entertainment Company, Inc. as of June 11, 2024.
- 2The acquisition was settled through the issuance of 2,830,084 unregistered shares of Take-Two's common stock.
- 3The shares were issued to Gearbox Parent (Embracer Group AB) as per the Share Purchase Agreement.
- 4The number of shares issued was determined by the volume-weighted average closing price of Take-Two's stock prior to the closing date.
- 5The issued shares are unregistered and were issued in reliance on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
- 6This transaction represents a significant strategic move for Take-Two, integrating Gearbox's intellectual property and development capabilities.