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Sunday, November 22, 
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Dealwatch: Take-Two

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020305_taketwo.gifThe saga of Take-Two Interactive Software Inc. and Electronic Arts Inc.'s $2 billion bid for its rival wages on. The nagging question: Will EA raise its offer?

Kicking off June, EA looked closer to meeting the Federal Trade Commission's review for the deal, days after announcing plans to move ahead with another deal: Hand-On Mobile Korea. Take-Two reiterated June 5 it's reviewing its options and there are interested parties, but many onlookers expect EA will come out on top though a price bump is likely, The Deal's David Shabelman noted.


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On the regulatory front, Shabelman wrote:

In a regulatory filing Wednesday, Electronic Arts disclosed that it will grant the FTC 45 days to review its proposed acquisition of Take-Two once EA gives the regulatory body information it has sought. In and of itself, the filing doesn't mean much. Companies typically extend the mandated 30-day deadline for the FTC to wrap up its review to 45 days as a good-faith gesture so as not to pressure the governing body into a hasty decision. However, the filing does suggest that Take-Two may be close to meeting the requirements the FTC mandated in its second request for information in April, and that the two sides are on track to resolve any differences they had.

Take-Two publicly refused to enter merger talks with EA before the release of its "Grand Theft Auto IV," a video game promising to deliver blockbuster sales. The game debuted April 29 to long lines and positive reviews. But, as The Deal's David Shabelman noted: "Despite the hubbub surrounding the release, analysts said EA had already factored in the projected banner sales from the game into its offer for Take-Two." EA extended the tender offer deadline, which was set to expire April 18, to May 16, only to extend it again, to June 16.

The extension came after Take-Two shareholders approved an amendment to the company's incentive plan, which allows for the issuance of $1.5 million shares of restricted stock to its management firm, ZelnickMedia Corp.

Take-Two advised its shareholders March 26 to reject EA's $2 billion offer (the would-be buyer stood firm on the offer two days later). As The Deal's Donna Block noted, Take-Two called EA's hostile offer "inadequate," "opportunistic" and contrary to shareholder interests. And in an attempt to protect itself, Take-Two moved its upcoming annual shareholder meeting to April 17 from April 10 and amended its bylaws to give shareholders more time to nominate board members.

The move follows Electronic Arts strategy to go hostile with its takeover proposal for Take-Two. The company on March 13 launched a $26 per share tender offer for the "Grand Theft Auto" publisher nearly three weeks after publicly disclosing its bid had been rejected.

Meanwhile, much ensued over the first few months of 2008:

  • The company was hit with a lawsuit over its executive compensation package as its two largest shareholders slashed their stakes, and Wedbush Morgan analyst Michael Pachter pegged EA's chances of winning Take-Two at 80%.
  • Take-Two said Feb. 28 other suitors were interested, but no offers have yet surfaced.
  • All the while, pressure was mounting.

The Feb. 24 rejection was made for the second bid EA had put forth for the target, having raised to $26 per share its $25 per share proposal from Feb. 15, which it had rejected. As Dealscape's George White pointed out, the board's rebuffing of the offer as undervaluing the company is sort of ironic:

Take-Two's board, stacked with activist shareholders led by chairman Strauss Zelnick, is turning down the cash. Tired of management shenanigans and a falling stock price, the activists, who now claim the $2 billion bid undervalues the company, won a fight to take control in March 2007. The prior team had put the company on the block last year as it explored a number of options, including finding a buyer. The day before the proxy fight ended, the stock traded at $21.10, valuing the company at $1.8 billion.

THE LAST BATTLE

On March 29, 2007, shareholders and management vying for control of New York video game developer Take-Two faced off to determine the company's future. For most of the then-sitting board and now-ousted CEO Paul Eibeler, it was the end of the game. Days later, the company's chief financial officer, Karl Winters, resigned.

WINNERS AND LOSERS

Going into the late-March 2007 meeting, things didn't look good for management as poor financial results, an accounting scandal and shareholder suits plagued the gamer. The shareholder group comprises asset management firm OppenheimerFunds Inc. of New York, which alone holds a 24.5% stake in the Take-Two, as well as SAC Capital Management, Tudor Investment Corp., D.E. Shaw Valence Portfolios LLC and ZelnickMedia Corp. Displaying shareholder activism at its finest, the group, which holds 46% of the company, unleashed their plan for overhaul earlier in March.

  • The Oppenheimer-led activists won seats for their five board nominees led by former BMG Entertainment CEO Strauss Zelnick. Two sitting board members remain.
  • Ben Feder, a former News Corp. executive and ZelnickMedia partner was made acting CEO and replaces Eibeler.

In another set of blows to management working up to the meeting, proxy advisories rallied behind shareholders.

Earlier in March, UniCredit Group said in a regulatory filing it had raised its stake in the game publisher from 7.3% to 10.3%. The same day, the Oppenheimer-led group's intentions were made public.

TROUBLE STILL

Take-Two, which is known for Grand Theft Auto, and not much else, has taken strategic missteps as well and could need more than a board overhaul to fix its problems, one analyst told Kate Gibson. Trying to compete for share in professional sports video games was a mistake, he said, where rival Electronic Arts Inc. enjoys 75% of market share.

Because of the stock options trouble, several years of Take-Two earnings need to be restated. For the first quarter ended Jan. 31, 2007, Take-Two said it lost $21.5 million on $277.3 million in revenue. A year earlier, the company said it lost $29.1 million on sales of $265 million.

- Carolyn Murphy and Gerald Magpily 

Dealwatch executive summary
The Date
The Action
6.06.08
4.29.08
4.17.08
3.26.08
Is EA-Take-Two FTC review nearing an end?
Grand Theft Auto IV debuts, isn't likely to sway offer.
EA extends Take-Two tender offer to May 16.
Take-Two advises shareholders to reject EA offer.
3.13.08
2.24.08
EA goes hostile on Take-Two.
EA reveals $2 billion bid for Take-Two. George White notes it is ironic and showed the board's faith in "Grand Theft Auto."
4.10.07 Take-Two's CFO resigns.
3.29.07 It's game day for Take-Two shareholders and management.
3.20.07 Take-Two's anti-takeover defense is weak.
3.19.07 Take-Two postpones its shareholder meeting.
3.22.07 Proxy firms throws backing to shareholders.
3.2007 Investors buy Take-Two shares and prepare for a fight.

Source: The Deal





Comments

From: Gordon,

This analysis is garbage. It focuses on past done deals and negative passed and completed and paid for actions and gives us nothing for the future. This article is a stupid waste of space to justify a reporter's job. You said nothing and did no research about current sales figures, which in the UK alone in one day would wipe out the debt. The future phases of the game and interactive features, advances, superior ratings, are not mentioned. That fact that the game is selling in record numbers worldwide are not mentioned. You did not take into consideration the true sales figures, you just stated that EA already factored it in-but their offer shows that they did NOT factor the true success if the product in. The sales alone should give the company more than 2 billion $$- Do some homework and tell us the truth. The stock has some legs if the product continues to sell like this.

Posted on: May 1, 2008 8:25 PM


From: Matthew Wurtzel,

Gordon,

The purpose of Dealwatches are to offer a history of a company's dealmaking. While everyone is caught up in the hoopla of GTA IV, the takeover by Strauss Zelnick and the activist investor group of Take-Two also set the stage for EA's bid. Consequently, its important to keep this information in the Dealwatch, and not simply start from the point of EA taking the offer public.

As for the issue of revenues, the figures are added when quarterly earnings reports are officially announced. Also, those details would only be include when relevant to a merger or acquisition. The sales figures for GTA IV, while relevant to EA's offer, are not official at this time -- after all there is no SEC filing yet. Consequently, we have not added the figures to the history.

Finally, Dealscape is neither a technology blog (visit our sister site Tech Confidential) nor a gaming Web site, which is why there is no review of the game and its technical merits. However, we do make light of the reviews, saying they were positive. I suppose we could have used stronger language to illustrate the high marks it received. Nonetheless, these details are simply footnotes, since we already make clear that the GTA property is the main attraction for EA's bid.

Thanks,
Matthew Wurtzel
The editor

Posted on: May 2, 2008 2:11 PM


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