Take-Two (2K Label) To Purchase Codemasters By First Quarter 2021

It only took a few days for this to turn from rumor into fact. In a press release posted yesterday, Take-Two officially confirmed that the sale is to go ahead early next year.

What will this change? Probably not much.

Here is the text of the press release should the link ever fail to function:

Take-Two Interactive Software, Inc. Reaches Agreement for Recommended Acquisition ofCodemasters Group Holdings PLC
November 10, 2020
UK-based publisher and game developer renowned for titles in the racing genre
Acquisition anticipated to be completed in the first quarter of calendar 2021

NEW YORK–(BUSINESS WIRE)–Nov. 10, 2020– Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today announced that it has reached anagreement with the Board of Codemasters for the recommended acquisition of Codemasters, the UK-based game publisher and developer. In thetransaction, Codemasters’ shareholders will be entitled to receive 120 pence (*approximately $1.58) in cash and 0.02834 shares of Take-Two commonstock for each ordinary share of Codemasters. Based on Take-Two’s closing share price of $168.68 and the exchange rate of US$1.31:£1 onNovember 5, 2020 (being the day prior to rumors of Take-Two’s possible interest in Codemasters), the transaction values each Codemasters’ share at485 pence ($6.39) and an implied equity value of approximately £759 million ($994 million). The acquisition is anticipated to be completed in the firstquarter of calendar 2021.

“We are exceedingly pleased to announce this recommended transaction with the Board of Codemasters,” said Strauss Zelnick, Chairman and CEOof Take-Two. “Codemasters has a renowned history of creating some of our industry’s most beloved and commercially successful racing franchises,and we believe that their offerings will be highly complementary to our sports portfolio and enhance further our organization’s long-term growth.Moreover, we look forward to welcoming Codemasters’ senior management and development teams into our Take-Two family, and sharing in ourvision to deliver the highest quality entertainment experiences and aim to be the most innovative, creative and efficient company in our industry.”

“With a leading position in sports gaming, the Board of Codemasters firmly believes the Company will benefit from Take-Two’s broad capabilities whichwill help propel the long term success of Codemasters.” said Gerhard Florin, the Chairman of Codemasters. “In recommending this offer toshareholders, the Board of Codemasters believes it is in the best interests of all stakeholders in the Company. Take-Two’s offer reflects the great workthe management team has done since listing on AIM in 2018 at 200p and delivers an excellent return for shareholders in just two and a half years.”

Strategic Rationale:
– Take-Two believes that the combination of Take-Two and Codemasters would bring together two world-class interactiveentertainment portfolios, with a highly complementary fit between Take-Two’s 2K label and Codemasters. Take-Twobelieves that it can bring benefits to Codemasters’ performance by leveraging Take-Two’s global distribution and marketinginfrastructure, together with Take-Two’s core operating expertise in live operations, analytics, product development, andbrand and performance marketing.
– The Take-Two Board believes there is a compelling strategic and financial rationale for the acquisition because it:
– – Creates a global leader in interactive entertainment publishing through the combination of Take-Two andCodemasters’ complementary and critically-acclaimed sports and racing franchises and world-class creative teams;
– – Enhances diversity and revenue visibility of the Take-Two IP portfolio through the addition of Codemasters’ regulartitle release cadence and high-quality racing titles;
– – Delivers compelling financial benefits for the combined entities – growth, earnings and operating margin accretive;and
– – Provides enhanced revenue opportunity and cost synergy potential.
– The combination is expected to be accretive to Take-Two’s pro forma adjusted net income per share (excluding Take-Two’scustomary adjustments used by its management and the Take-Two Board to adjust Take-Two’s US GAAP financial results)from the first full fiscal year following completion of the acquisition, which is anticipated to be Take-Two’s fiscal year 2022,ending March 31, 2022.
– Frank Sagnier, Chief Executive Officer of Codemasters, and Rashid Varachia, Chief Financial Officer of Codemasters,along with the senior executive management team of Codemasters intend to remain with Codemasters followingcompletion of the acquisition and will continue to lead the Codemasters business within Take-Two’s organization and its 2Klabel.