The transaction value is $460 million. Expected to be completed in the first quarter of Take-Two's fiscal year 2025
Expands 2K's in-house development team with proven industry-leading talent
Gearbox and 2K are actively developing the next installment in the Borderlands series
New York, March 28, 2024–(BUSINESS WIRE)–Take-Two Interactive Software, Inc. (NASDAQ:TTWO), the world's largest interactive entertainment company, announces that it has entered into a definitive agreement with Embracer Group to acquire The Gearbox Entertainment. Did. Acquired by the award-winning creator of industry-defining entertainment experiences for $460 million. The consideration will consist entirely of newly issued shares of Take-Two common stock. The number of Take-Two shares is calculated by dividing the purchase price by the average closing price per share on the Nasdaq Global Select Market during the five business day period ending immediately preceding the closing date. The purchase price assumes that the company will have a normalized level of net working capital (excluding cash) and will be debt-free and cashless at the time of completion. The acquisition is expected to close during the first quarter of Take-Two's fiscal year 2025 (ending June 30, 2024) and is subject to customary closing conditions, including applicable regulatory approvals. . The transaction excludes certain third-party publications and other assets that Take-Two has deemed not core to its business.
Take-Two expects this transaction to deepen its successful relationship with Gearbox Entertainment and drive financial returns through a fully integrated operating structure. Take-Two will acquire Gearbox's extensive intellectual property portfolio. This includes full ownership of any critically and commercially evaluated copyrights. borderlands and little tina's wonderland franchise1similarly home world, Danger of rain, comrades, Duke Nukem, Gearbox's future pipeline. Gearbox currently has six major interactive entertainment projects in various stages of development, including his five sequels; borderlands and home world A franchise and at least one exciting new intellectual property. Beyond these plans, Take-Two sees more opportunities to invest in new projects and expand Gearbox's proven franchise.
Management comment
“The acquisition of Gearbox is an exciting moment for Take-Two, strengthening our portfolio of industry-leading creative talent and proprietary intellectual property, including iconic works. borderlands “This combination strengthens the financial profile of our existing projects with Gearbox and maximizes the use of Take-Two's resources to support our long-term business,” said Strauss Zelnick, Take-Two's Chairman and CEO. “This opens up opportunities to foster global growth.” Across all of Gearbox's exciting endeavors. ”
“With a nearly 20-year history of collaboration, Gearbox has a unique ability to create interactive entertainment experiences featuring beloved characters, exciting new worlds, and humorous storytelling, and we believe they will play an integral role in our success. ” added 2K President David Ismailer. . “We are thrilled to welcome Randy Pitchford and his team of passionate and talented developers to his 2K team. We look forward to releasing many more projects as colleagues in the future. partnership with borderlands We are excited to be actively developing the next installment in the series. ”
“Our partnership with Take-Two Interactive and 2K will help take Gearbox to the next level,” said Randy Pitchford, founder and CEO of Gearbox Entertainment. “Take-Two and 2K have repeatedly demonstrated their commitment to our engines of creativity, happiness, and profit. When we work together as partners, we set the standard for interactive entertainment and create We achieved remarkable results in a game that set new records, and we are excited about what we can achieve now that we are fully aligned.”
Future gearbox operating structure
Gearbox will operate as a studio within 2K, led by founder and CEO Randy Pitchford and his executive team. This acquisition adds a robust and proven development team to 2K's highly talented developer community, including talent who have collaborated on multiple critically and commercially successful games. Gearbox operates a studio in Frisco, Texas. Montreal, Canada. and Quebec City, Canada.
advisor
Willkie Farr & Gallagher LLP is serving as Take-Two's legal advisor. KPMG and Deloitte provide financial and tax advice.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software, Inc. is a leading developer, publisher, and marketer of interactive entertainment for consumers around the world. We develop and publish products primarily through Rockstar Games, 2K, Private Division, and Zynga. Our products are designed for console gaming systems, PCs, and mobiles such as smartphones and tablets. We offer our products through physical stores, digital downloads, online platforms, and cloud streaming services. Our common stock is listed on Nasdaq under the symbol TTWO. For more company and product information, please visit our website at http://www.take2games.com.
All trademarks and copyrights contained herein are the property of their respective owners.
About Gearbox Entertainment Company
Gearbox Entertainment Company, LLC is an award-winning creator and distributor of transmedia entertainment. Gearbox Entertainment is widely known for the success of its gaming franchise and the acquired Duke Nukem and Homeworld properties, which it distributes around the world. Gearbox Entertainment is comprised of his four subsidiaries: Gearbox Software, Gearbox Publishing, Gearbox Studio, and Gearbox Properties. Gearbox Software was founded in 1999 by a team of industry veterans and is headquartered in Frisco, Texas, worldwide with the development of hit video games and series such as Tiny Tina's Wonderlands, Brothers in Arms, and Borderlands. is known. Gearbox Publishing was founded in 2016 to help developers around the world bring their products to market while maintaining their unique creative vision. Gearbox Studios was founded in his 2022 year to develop cutting-edge transmedia opportunities, including upcoming films based on Borderlands and Duke Nukem, and a series based on Brothers in Arms. is producing. Gearbox Properties was formed in 2022 to manage his Gearbox's extensive intellectual property across all products, media and merchandise categories.
Cautionary Note Regarding Forward-Looking Statements
The statements contained herein are not historical facts and include forward-looking statements of Take-Two Interactive Software, Inc. (“Take-Two,” “we,” “us,” “our” or similar pronouns) Masu. , “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and “may” be forward-looking statements under the federal securities laws. , may be identified by words such as “anticipate” or “predict”. “Words such as “plan,'' “aim,'' “should,'' “will,'' or words of similar meaning include forward-looking statements about the Company's future business and financial performance; Not limited to these. Such forward-looking statements are based on our management's current beliefs, assumptions made by management and currently available information and are subject to inherent uncertainties, risks and circumstances that are difficult to predict. Subject to change. Actual results and results may differ materially from these forward-looking statements based on a variety of risks and uncertainties, including risks related to the ability to timely satisfy the conditions to consummation of the Gearbox acquisition and the timing of its consummation. There is a possibility. our ability to successfully integrate Gearbox's operations and employees and realize the anticipated strategic benefits of the transaction; risks of doing business internationally, including as a result of unanticipated geopolitical events; the impact of interest rate changes by the Federal Reserve and other central banks on short-term investment portfolios; Impact of inflation. Fluctuations in foreign exchange rates. dependence on key management and product development personnel;our dependence NBA 2K and grand theft autoo our ability to develop products and other hit titles; our ability to take advantage of the PlayStation®5 and Xbox Series X|S opportunities; factors affecting our mobile his business, such as player acquisition costs; the timely release and significant market acceptance of our games; Ability to maintain acceptable price levels for games.
Other important factors and information include the Company's most recent Annual Report on Form 10-K, the Company's most recent Quarterly Report on Form 10-Q, including the risks summarized in the section titled “Risk Factors”; and included in our other periodic reports. SEC filings can be accessed at www.take2games.com. All forward-looking statements are qualified by these cautionary statements and apply only as of the date on which they are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
1 Take-Two currently manages long-term publishing rights to critically and commercially acclaimed works. borderlands and little tina's wonderland franchise.
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contact address
(Public relations activities for investors)
nicole shevins
senior vice president
Investor relations and corporate communications
Take-Two Interactive Software, Inc.
(646) 536-3005
Nicole.Shevins@take2games.com
(Corporate Press)
alan lewis
Corporate communications and public relations
Take-Two Interactive Software, Inc.
(646) 536-2983
Alan.Lewis@take2games.com