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EA and Take Two Execs Continue to Trade Words
Posted by Nick24444, 325 days ago Feb 25, 2008 13:41

Over the weekend, Electronic Arts made an offer to Take-Two Interactive whereby it would acquire all of Take-Two’s current assets for a grand total of $26 dollars per share of stock. This amounts to roughly, say it with me now, $2 billion dollars.

EA’s offer of $26 dollars per share, which translates to an increase of approximately 64% above Take-Two’s closing stock figure on February 15th. EA’s offer also included a 63% increase of Take-Two’s 30-day average price during the 30-day period that concluded on the 15th of February.

The offer, which was delivered in letter format and signed by the CEO of EA John Riccitiello, came into the hand of Strauss Zelnick. Mr. Zelnick, who holds the post of Executive Chairman of the Board of Direction at Take-Two Interactive, turned around and handed it to the board, who then handed it back with a decisive "No." The reason, according to a statement made by the Board of Directors today, was that EA’s offer “substantially undervalues Take-Two’s robust and enviable stable of game franchises, exceptional creative talent and strong consumer loyalty.”

The Board also went onto add that they felt the buyout offer was "highly opportunistic and is attempting to take advantage of our upcoming release of Grand Theft Auto IV, one of the most valuable and durable franchises in the industry” before finally going on to say that “the offer values the Company at a significant discount to its public peers and does not compensate Take-Two for its intrinsic value and the substantial synergies that the proposed combination would create."

"In addition to undervaluing key elements of our business," Zelnick continued, "EA’s proposal fails to recognize the value we are building through our ongoing turnaround efforts, which will further revitalize Take-Two. While we have made substantial progress already, the turnaround of our business which we initiated in June is not yet complete, and we believe its benefits have not been recognized in either our current stock price or in the value of EA’s proposal."

However, despite the rejection of the buyout offer, all isn’t over for the dealings between EA and Take-Two Interactive. Mr. Zelnick was quoted as saying that despite the fact that “discussions with EA at this time is not in the best interests of shareholders,” Take Two did extend an offer “to enter into a good-faith dialogue with EA to determine if our companies can reach common ground on the appropriate value of Take-Two as a first step to realizing a mutually beneficially transaction."

The Board of Take-Two, in it’s continuing promise to do right by it’s shareholders, stated that it would not recommence negotiations with EA until one day after the release date of Grand Theft Auto 4 (April 30, 2008). Mr. Zelnick stated finally that “we believe this offer demonstrated our commitment to pursuing all avenues to maximize stockholder value, while we believe that EA’s refusal to entertain this path is evidence of their desire to acquire Take-Two at a significant discount, whereas we believe this value rightly belongs to our stockholders."

And what of EA? A statement made by CEO John Riccitiello continued to extol the benefits of the buyout offer. “Our all-cash proposal is a unique opportunity for Take-Two shareholders to realize immediate value at a substantial premium, while creating long-term value for EA shareholders. Take-Two’s game designers would also benefit from EA’s financial resources, stable, game-focused management team, and strong global publishing capabilities.”

It remains to ascertain what will come of this deal but what is clear is that there is a substantial amount of enthusiasm at Electronic Arts to acquire Take-Two Interactive before Grand Theft Auto is released. The letter itself, which EA decided to make available for viewing after it was rejected, shows that Mr. Riccitiello was disappointed by the rejection of both the offer and the possibility of friendly negotiations. Riccitiello’s letter also stated that the company was still “interested in acquiring Take-Two” and so were agreeing to raise the buyout price to $26 dollars a share with the understanding that Take-Two agree by February the 22nd.

The letter also listed the mutually beneficial reasons for accepting the buyout. "EA is a diversified leader with well-established franchises and proven intellectual properties, global reach, and significant financial resources. Take-Two’s talented creative teams deserve a permanent home within a stable and growing publisher that provides these teams an environment to do what they do best – create great games.” Mr. Riccitiello summed up by saying that “in short, a combination with EA would provide Take-Two’s studios and employees a combination of the right resources for investment and global reach, and the right environment to do their best work.”

Mr. Riccitiello feels that Take-Two could suffer in the rapidly growing industry due to its limited number of titles and capital resources, along with the inherent “ongoing financial, legal, and operating issues” that are to be found in such a competitive industry. EA also advised Take-Two to make its decision quickly, by February 22nd to be exact, as “once GTA IV ships, Take-Two will again be dependent on less-popular titles and face increasing challenges to compete with larger and better-capitalized competitors.” The reason for alacrity in the realization of this deal was also due, according to Mr. Riccitiello, EA’s desire to cooperate with Take-Two in order to “complete the transaction in time to begin realizing its significant marketplace benefits in advance of this year’s holiday selling season.”

Discussion of Grand Theft Auto 4 composed several points in Mr. Riccitiello’s letter to Take-Two as he stated that EA’s “strong publishing and distribution network, including our global packaged goods, online and wireless publishing organizations, can positively impact the catalogue sales of GTA IV and also the launch and sale of titles released later this year.” Mr. Ricitiello stated that there would be “minimal disruption” as EA arranged matters so that their “due diligence review can be completed with minimal disruption, requiring only limited access to a small number of senior executives of Take-Two and its legal, accounting and financial advisors” and that EA had already drawn up a merger agreement for Take-Two should they agree to the offer.

It does seem that EA was ready to move as fast as possible on this deal before the launch of Grand Theft Auto IV as Mr. Riccitiello also added that EA wished for “a private negotiation” but if that was refused EA would reserve the right to “pursue other means, including the public disclosure of this letter, to bring our offer and the compelling value it represents to the attention of Take-Two’s shareholders.”

So, the clock is ticking, and EA seems eager to complete the acquisition of Take-Two before the launch of Grand Theft Auto IV. This should not come as a surprise, however, as Grand Theft Auto IV is part of a very popular series among the gaming community and as a corporation’s primary purpose is to continue and propagate itself, it is only natural that it should want to try and acquire that for itself. However, EA’s focus on speed and haste in this deal is worrying, for once Grand Theft Auto IV is released, what will become of Take-Two?

EA has promised to continue giving their team a place to work but it just seems that EA has given little thought to the future of Take-Two past the Grand Theft Auto release. Besides, with such popular titles as The Darkness and Bioshock behind it, as well as Grand Theft Auto IV, it would seem that this deal has more benefit for EA then it does for Take-Two.

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