Take-Two Interactive Software, Inc. Confirms Offer to Possibly Acquire Codemasters Group Holdings PLC
Take-Two believes that the combination of Take-Two and Codemasters would bring together two world-class interactive entertainment portfolios, with a highly complementary fit between Take-Two's 2K publishing label and Codemasters in the racing genre. In addition, Take-Two believes that it can bring benefits to Codemasters' performance by leveraging Take-Two's global distribution network and 2K’s core operating expertise in publishing, including live operations, analytics, product development, and brand and performance marketing.
In accordance with Rule 2.6(a) of the Code, Take-Two is required, by not later than
There can be no certainty that any offer will be made.
While discussions are ongoing, there can be no certainty that a firm offer will be made for Codemasters by Take-Two. For the purposes of Rule 2.5 of the Code, Take-Two reserves the right to:
- Reduce the offer consideration by the amount of any dividend or other distribution or return of capital that is paid or becomes payable by Codemasters after the date of this announcement;
- Vary the form of consideration as set out above and/or introduce other forms of consideration, such as cash in substitution for all or part of the share consideration; and/or
Make an offer at any time for less than
485 penceper Codemasters share: (i) with the agreement or recommendation of the Board of Codemasters; (ii) if a third party announces a firm intention to make an offer for Codemasters pursuant to Rule 2.7 of the Code, which at that date is valued at a price lower than 485 pencefor each Codemasters share; or (iii) following the announcement by Codemasters of a whitewash transaction pursuant to the Code; and
- Implement the transaction through or together with a subsidiary of Take-Two or a company which will become a subsidiary of Take-Two.
*US$ equivalent values are stated at an exchange rate £1:
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The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "potential," "predicts," "projects," "seeks," “should,” "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company's future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: the uncertainty of the impact of the COVID-19 pandemic and measures taken in response thereto; the effect that measures taken to mitigate the COVID-19 pandemic have on our operations, including our ability to timely deliver our titles and other products, and on the operations of our counterparties, including retailers and distributors; the effects of the COVID-19 pandemic on consumer demand and the discretionary spending patterns of our customers; the impact of reductions in interest rates by the
Other important factors and information are contained in the Company's most recent Annual Report on Form 10-K, including the risks summarized in the section entitled "Risk Factors," the Company’s most recent Quarterly Report on Form 10-Q, and the Company's other periodic filings with the
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Investor Relations & Corporate Communications
Source: Take-Two Interactive