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Transaction valued at $460 million; anticipated to shut within the first quarter of Take-Two’s Fiscal Year 2025
Expands 2K’s inner growth group with confirmed industry-leading expertise
Gearbox and 2K in energetic growth on subsequent installment in Borderlands sequence
NEW YORK, March 28, 2024–(BUSINESS WIRE)–Take-Two Interactive Software, Inc. (NASDAQ:TTWO), one of many largest interactive leisure firms on this planet, introduced that it has entered right into a definitive settlement with Embracer Group to accumulate The Gearbox Entertainment Company, an award-winning creator of industry-defining leisure experiences, for $460 million. The consideration consists completely of newly issued shares of Take-Two frequent inventory. The variety of Take-Two shares will likely be calculated by dividing the acquisition worth by the typical closing worth per share on the Nasdaq Global Select Market in the course of the 5 buying and selling day interval ending on the buying and selling day instantly previous to the time limit. The buy worth assumes a debt-free, cash-free firm with a normalized stage of internet working capital (excluding money) on the time of the closing of the acquisition. The acquisition is anticipated to be accomplished in the course of the first quarter of Take-Two’s Fiscal Year 2025 (ended June 30, 2024), and is topic to the satisfaction of customary closing situations, together with relevant regulatory approvals. The transaction excludes sure third-party publishing and different property that Take-Two deemed non-core to its enterprise.
Take-Two expects the transaction to deepen its profitable relationship with Gearbox Entertainment and to offer elevated monetary advantages by means of a fully-integrated operational construction. Take-Two will purchase Gearbox’s intensive portfolio of mental property, together with full possession of the critically and commercially acclaimed Borderlands and Tiny Tina’s Wonderlands franchises1, in addition to Homeworld, Risk of Rain, Brothers in Arms, Duke Nukem, and Gearbox’s future pipeline. Gearbox at present has six key interactive leisure tasks in numerous levels of growth, together with 5 sequels, two of that are from the Borderlands and Homeworld franchises, and at the very least one thrilling new mental property. Beyond these plans, Take-Two believes that there are incremental alternatives to spend money on new tasks and to increase Gearbox’s confirmed franchises.
Management Comments
“Our acquisition of Gearbox is an exciting moment for Take-Two and will strengthen our industry-leading creative talent and portfolio of owned intellectual property, including the iconic Borderlands franchise,” stated Strauss Zelnick, Chairman and CEO of Take-Two. “This combination enhances the financial profile of our existing projects with Gearbox and unlocks the opportunity for us to drive increased long-term growth by leveraging the full resources of Take-Two across all of Gearbox’s exciting initiatives.”
“With nearly 20 years of history working together, Gearbox has played an integral role in our success, given their unique ability to create interactive entertainment experiences that feature beloved characters, exciting new worlds, and humorous storytelling,” added David Ismailer, President of 2K. “We are thrilled to welcome Randy Pitchford and his team of passionate, talented developers to 2K and we look forward to releasing numerous projects in the future as colleagues. We have loved partnering with Gearbox on every iteration of the Borderlands franchise and are excited to be in active development on the next installment in the series.”
“Joining forces with Take-Two Interactive and 2K will help Gearbox ascend to our next level,” stated Randy Pitchford, Founder and CEO of Gearbox Entertainment. “Take-Two and 2K have demonstrated repeatedly their commitment to our engine of generating creativity, happiness, and profit. We set the bar for interactive entertainment and achieved remarkable results with groundbreaking, record-setting games when we worked together at arm’s length as partners. I’m incredibly excited about what we can accomplish now that we’re fully aligned as one.”
Future Gearbox Operating Structure
Gearbox will function as a studio inside 2K and will likely be led by Founder and CEO, Randy Pitchford, and his administration group. The acquisition provides a sturdy and confirmed growth group to 2K’s extremely proficient developer neighborhood, together with personnel which have labored collectively on a number of critically and commercially profitable video games. Gearbox operates studios in Frisco, Texas; Montreal, Canada; and Quebec City, Canada.
Advisors
Willkie Farr & Gallagher LLP is serving as authorized counsel to Take-Two. KPMG and Deloitte are offering recommendation on monetary and tax issues.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software, Inc. is a number one developer, writer, and marketer of interactive leisure for shoppers across the globe. We develop and publish merchandise principally by means of Rockstar Games, 2K, Private Division, and Zynga. Our merchandise are designed for console gaming techniques, PC, and cell, together with smartphones and tablets. We ship our merchandise by means of bodily retail, digital obtain, on-line platforms, and cloud streaming companies. The Company’s frequent inventory is publicly traded on NASDAQ underneath the image TTWO. For extra company and product data please go to our web site at http://www.take2games.com.
All logos and copyrights contained herein are the property of their respective holders.
About The Gearbox Entertainment Company
The Gearbox Entertainment Company, LLC is an award-winning, creator and distributor of transmedia leisure. Gearbox Entertainment has turn into broadly identified for profitable recreation franchises, in addition to acquired properties Duke Nukem and Homeworld, which it distributes the world over. Gearbox Entertainment consists of 4 subsidiaries: Gearbox Software, Gearbox Publishing, Gearbox Studio, and Gearbox Properties. Gearbox Software, based in 1999 by a group of {industry} veterans, is headquartered in Frisco, Texas and is thought world wide for creating hit video video games and franchises like Tiny Tina’s Wonderlands, Brothers in Arms, and Borderlands. Gearbox Publishing was established in 2016 with the aim of serving to builders world wide convey their merchandise to market whereas retaining their distinctive inventive visions. Gearbox Studios was fashioned in 2022 and creates cutting-edge transmedia alternatives together with the upcoming motion pictures based mostly on Borderlands and Duke Nukem, and the sequence based mostly on Brothers in Arms. Gearbox Properties was based in 2022 to handle Gearbox’s vast number of mental property throughout all merchandise, mediums, and merchandise classes.
Cautionary Note Regarding Forward-Looking Statements
The statements contained herein, which aren’t historic details, together with statements regarding Take-Two Interactive Software, Inc.’s (“Take-Two,” the “Company,” “we,” “us,” or comparable pronouns) outlook, are thought of forward-looking statements underneath federal securities legal guidelines and could also be recognized by phrases resembling “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” or phrases of comparable which means and embrace, however are usually not restricted to, statements concerning the outlook for our future enterprise and monetary efficiency. Such forward-looking statements are based mostly on the present beliefs of our administration in addition to assumptions made by and data at present out there to them, that are topic to inherent uncertainties, dangers, and modifications in circumstances which are tough to foretell. Actual outcomes and outcomes might fluctuate materially from these forward-looking statements based mostly on a wide range of dangers and uncertainties together with dangers regarding our capacity to well timed fulfill the situations to the closing of the Gearbox acquisition and the timing for the consummation thereof; our capacity to efficiently combine Gearbox’s operations and staff and understand the anticipated strategic advantages of the transaction; the dangers of conducting enterprise internationally, together with on account of unexpected geopolitical occasions; the influence of modifications in rates of interest by the Federal Reserve and different central banks, together with on our short-term funding portfolio; the influence of inflation; volatility in international forex change charges; our dependence on key administration and product growth personnel; our dependence on our NBA 2K and Grand Theft Auto merchandise and our capacity to develop different hit titles; our capacity to leverage alternatives on PlayStation®5 and Xbox Series X|S; elements affecting our cell enterprise, resembling participant acquisition prices; the well timed launch and important market acceptance of our video games; the flexibility to keep up acceptable pricing ranges on our video games.
Other vital elements and data are contained within the Company’s most up-to-date Annual Report on Form 10-Okay, together with the dangers summarized within the part entitled “Risk Factors,” the Company’s most up-to-date Quarterly Report on Form 10-Q, and the Company’s different periodic filings with the SEC, which may be accessed at www.take2games.com. All forward-looking statements are certified by these cautionary statements and apply solely as of the date they’re made. The Company undertakes no obligation to replace any forward-looking assertion, whether or not on account of new data, future occasions or in any other case.
1 Take-Two at present controls the long-term publishing rights for the critically and commercially acclaimed Borderlands and Tiny Tina’s Wonderlands franchises.
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Contacts
(Investor Relations)
Nicole Shevins
Senior Vice President
Investor Relations & Corporate Communications
Take-Two Interactive Software, Inc.
(646) 536-3005
Nicole.Shevins@take2games.com
(Corporate Press)
Alan Lewis
Corporate Communications & Public Affairs
Take-Two Interactive Software, Inc.
(646) 536-2983
Alan.Lewis@take2games.com
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