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Take-Two and Zynga to Combine, Bringing Together Best-in-Class Intellectual Properties and a Market-Leading, Diversified Mobile Publishing Platform, to Enhance Positioning as a Global Leader in Interactive Entertainment

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Zynga Announces Publishing Leadership Update

 

Take-Two Interactive and Zynga, two leaders in interactive and mobile entertainment, today announced that they have entered into a definitive agreement, under which Take-Two will acquire all of the outstanding shares of Zynga in a cash and stock transaction valued at $9.861 per Zynga share, based on the market close as of January 7, 2022, with a total enterprise value of approximately $12.7 billion. Under the terms and subject to the conditions of the agreement, Zynga stockholders will receive $3.50 in cash and $6.361 in shares of Take-Two common stock for each share of Zynga common stock outstanding at the closing of the transaction. The purchase price represents a premium of 64% to Zynga’s closing share price on January 7, 2022.

This transformative combination unifies two global leaders in the interactive entertainment business and establishes Take-Two as one of the largest and most diversified mobile game publishers in the industry, with $6.1 billion in pro-forma Net Bookings for the trailing twelve-month period ended September 30, 2021.

Both companies have created and expanded iconic franchises, which will combine to form one of the largest and most diverse portfolios of intellectual properties in the sector. Take-Two’s labels are home to some of the most beloved series in the world, including Grand Theft Auto®, Red Dead Redemption®, Midnight Club®, NBA 2K®, BioShock®, Borderlands®, Civilization®Mafia®, and Kerbal Space Program®, while Zynga’s portfolio includes renowned titles, such as CSR Racing™, Empires & Puzzles™, FarmVille™, Golf Rival™, Hair Challenge™, Harry Potter: Puzzles & Spells™, High Heels! ™, Merge Dragons!™, Toon Blast™, Toy Blast™, Words With Friends™, and Zynga Poker™.

Management Comments

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“We are thrilled to announce our transformative transaction with Zynga, which significantly diversifies our business and establishes our leadership position in mobile, the fastest growing segment of the interactive entertainment industry,” said Strauss Zelnick, Chairman and CEO of Take-Two. “This strategic combination brings together our best-in-class console and PC franchises, with a market-leading, diversified mobile publishing platform that has a rich history of innovation and creativity. Zynga also has a highly talented and deeply experienced team, and we look forward to welcoming them into the Take-Two family in the coming months. As we combine our complementary businesses and operate at a much larger scale, we believe that we will deliver significant value to both sets of stockholders, including $100 million of annual cost synergies within the first two years post-closing and at least $500 million of annual Net Bookings opportunities over time.”

“Combining Zynga’s expertise in mobile and next-generation platforms with Take-Two’s best-in-class capabilities and intellectual property will enable us to further advance our mission to connect the world through games while achieving significant growth and synergies together,” said Frank Gibeau, CEO of Zynga. “I am proud of our team’s hard work to deliver a strong finish to 2021, with one of the best performances in Zynga’s history. We are incredibly excited to have found a partner in Take-Two that shares our commitment to investing in our players, amplifying our creative culture, and generating more value for stockholders. With this transformative transaction, we begin a new journey which will allow us to create even better games, reach larger audiences and achieve significant growth as a leader in the next era of gaming.”

Strategic Rationale and Stockholder Value Creation

With Zynga’s stockholders receiving approximately 64.5%1 of the transaction consideration in Take-Two stock, both groups of stockholders will benefit from the combined company’s greater scale, enhanced financial profile, and the synergies created through the transaction.

Combined company is well-positioned to capitalize on the interactive entertainment industry’s strong tailwinds, including a leadership position in mobile. The video game sector has experienced rapid growth over the last few years and is now the largest vertical in the entertainment industry2. Mobile gaming is the fastest growing segment within the industry, with an estimated $136 billion2 in gross bookings in 2021, and an expected compound annual growth rate of 8%2 over the next three years. The transaction is expected to establish Take-Two as a leader in mobile gaming, with mobile expected to comprise over 50% of its Net Bookings in Fiscal Year 2023 (as compared to an estimated 12% in Fiscal Year 2022). The transaction will bolster Take-Two’s mobile offerings, which include popular games such as Dragon City, Monster Legends, Top ElevenTwo Dots, and WWE SuperCard, and consist of a diverse array of titles that focus on many of the most popular genres in mobile gaming, including casual, hyper-casual, lifestyle, mid-core, puzzle, social casino and sports games.

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Formation of an industry-leading portfolio, comprising Take-Two’s best-in-class intellectual properties and Zynga’s renowned mobile titles. The transaction will create a powerful and diverse portfolio of industry-leading titles that span key platforms and genres across interactive entertainment, developed by some of the most creative and forward-thinking talent within the industry. By sharing best practices and key data insights across the enterprise, the Company is expected to benefit from significant development and publishing synergies, unlock new revenue streams and reach new audiences around the world.

The combined entity has significantly greater scale, with $6.1 billion in Net Bookings, and $769 million3 in Adjusted Unrestricted Operating Cash Flow on a pro-forma basis for the trailing twelve-month period ended September 30, 2021. Looking ahead, the combined company is expected to deliver a 14%4 compound annual growth rate for Net Bookings (excluding the annual Net Bookings opportunities and any future acquisitions) over the three-year period from Take-Two’s Fiscal Years 2021 through 2024.

Addition of Zynga’s mobile titles will expand the Company’s base of Recurrent Consumer Spending (“RCS”). Through the addition of Zynga’s mobile business, particularly its diversified portfolio of live services and upcoming pipeline of new releases, Take-Two will increase its sources of RCS, a highly-attractive revenue stream that helps reduce volatility across reporting periods that has historically been driven by the cadence of Take-Two’s console and PC release slate.

Take-Two has also identified over $500 million of incremental annual Net Bookings opportunities to unlock over time, driven by:

Creation of new mobile games for many of the iconic franchises within Take-Two’s portfolio of intellectual property. Take-Two has an extensive catalog of commercially and critically successful console and PC titles with engaged and loyal communities of players, and there is a meaningful opportunity to create mobile games and new cross-platform experiences for many of these properties. Zynga’s nearly 3,000 employees include highly-talented mobile developers, paving the way for Take-Two to accelerate this strategic initiative and introduce its iconic intellectual properties across the fastest-growing platform in the industry.

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Ability to optimize RCS by leveraging the collective knowledge across both companies. Both Take-Two and Zynga have extensive capabilities to engage players through live operations (“LiveOps”) and RCS initiatives. By combining resources and proven acumen, the teams at Take-Two and Zynga will deploy best-in-class practices throughout the organization to enhance and grow existing titles across the portfolio. Key opportunities include cross-marketing through a larger, shared customer database and improving game economies through more effective data analytics and machine learning models.

Other strategic benefits include the use of Zynga’s Chartboost advertising platform, which will improve new user acquisition through better audience targeting and optimize mobile advertising inventory to achieve greater yields; geographic expansion into growth markets across Asia, including India, and the Middle East, among other regions; and an enhanced focus on technological innovation and new business models that will utilize the collective knowledge of forward-thinking talent.

Take-Two expects approximately $100 million of annual cost synergies within the first two years after closing, primarily driven by the rationalization of duplicative overhead including corporate general and administrative expenses and public company costs, as well as the benefit of scale efficiencies across the enterprise.

The acquisition is structured to maintain a strong balance sheet, including significant annual cash generation. The combined company’s strategic and financial flexibility is expected to be greater than each company on a standalone basis, providing Take-Two with the financial resources to continue to invest in talent, development, and innovation, while also pursuing select inorganic growth opportunities.

Leadership

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At the close of the transaction, Strauss Zelnick will continue to serve as Chairman and CEO, and the management team of Take-Two will continue to lead the combined company. Zynga’s highly skilled and proven management team, led by Frank Gibeau and Zynga’s President of Publishing, Bernard Kim, will drive the strategic direction for Take-Two’s mobile efforts and will oversee the integration, and day-to-day operations of the combined Zynga and T2 Mobile Games business, which will operate under the Zynga brand as its own label within the Company. Additionally, Take-Two will expand its Board of Directors to 10 members upon the closing of the transaction to add two members from Zynga’s Board of Directors.

Terms of the Acquisition

Zynga stockholders will receive $3.50 in cash and $6.361 in shares of Take-Two common stock for each share of Zynga common stock outstanding at the closing. The transaction is valued at $9.861 per share of Zynga common stock based on the market closing as of January 7, 2022, implying an enterprise value of approximately $12.7 billion.

The transaction includes a collar mechanism on the equity consideration, so that if Take-Two’s 20-day volume weighted average price (“VWAP”) ending on the third trading day prior to closing is in a range from $156.50 to $181.88, the exchange ratio would be adjusted to deliver total consideration value of $9.86 per Zynga share (including $6.36 of equity value based on that VWAP and $3.50 in cash). If the VWAP exceeds the higher end of that range, the exchange ratio would be 0.0350 per share, and if the VWAP falls below the lower end of that range, the exchange ratio would be 0.0406 per share.

Within the collar range, the final number of Take-Two shares estimated to be issued on a fully diluted basis will range between approximately 50.3 million and 58.5 million shares. Upon closing of the transaction, current Take-Two stockholders will own between 67.2% and 70.4% and current Zynga stockholders are expected to own between 29.6% and 32.8% of the combined company on a fully diluted basis, respectively, including the shares associated with expected settlement of Zynga’s two outstanding series of convertible notes due 2024 and 2026.

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As part of the transaction, Take-Two has received committed financing of $2.7 billion from J.P. Morgan and intends to fund the cash component of the transaction through a combination of cash from its balance sheet as well as proceeds of new debt issuance.

The merger agreement provides for a “go-shop” provision under which Zynga and its Board of Directors may actively solicit, receive, evaluate, and potentially enter negotiations with parties that offer alternative proposals during a 45-day period following the execution date of the definitive agreement, expiring on February 24, 2022. There can be no assurance this process will result in a superior proposal. Zynga does not intend to disclose developments about this process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.

1Within a 7.5% symmetrical collar based on a Take-Two share price of $169.19 as the midpoint.
Source: IDG Consulting.
3 Based on the trailing twelve-month period ended September 30, 2021. Combines Take-Two’s Adjusted Unrestricted Operating Cash Flow of $467 million and Zynga’s Operating Cash Flow of $302 million.
Due to different fiscal year ends, appropriate modifications were made to calculate information based on Take-Two’s fiscal year end.

Approvals and Close Timing

The transaction, which is expected to be completed during the first quarter of Take-Two’s Fiscal Year 2023, ending June 30, 2022, is subject to the approval of both Take-Two and Zynga stockholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

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The transaction has been unanimously approved by the Take-Two and Zynga Boards of Directors. Moreover, each director and executive officer of Take-Two and Zynga have entered into voting agreements to support the transaction.

Gaming

SPGA Announces Social Sweeps Game Sector Video Briefing

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The Social and Promotional Gaming Association (SPGA) has released a video briefing designed to provide insight and information on the social sweeps gaming model. This briefing is designed to address the growing attention and interest in how the social casino with sweepstakes prizing functions and why millions of players across America enjoy this safe and legal form of entertainment.
This inaugural SPGA briefing features insights from Matt Kaufman, Managing Director, Digital & Interactive Gaming at Eilers & Krejcik Gaming, and Jon Kaplowitz, CEO and Co-Founder of Clubs Poker. The discussion is moderated by prominent sports betting industry founder and investor Chris Grove.
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eSports

CS2 Intel Extreme Masters Rio 2024 SuperComputer: NaVi to bounce back after Blast Fall Final loss

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Final: Natus Vincere (36.5%) to beat Team Vitality (28.1%)

Semifinal 1: Natus Vincere (52.6%) to beat MOUZ (16.3%)

Semifinal 2: Team Vitality (47.7%) to beat G2 Esports (18.7%)

Quarterfinal 1: G2 Esports (39.8%) to beat FaZe Clan (32.8%)

Quarterfinal 2: MOUZ (35.9%) to beat Eternal Fire (24.7%)

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Group stage

  1. Natus Vincere – 48.7% to finish 1st; 17.0% to finish 2nd; 84.1% to make playoffs

  2. Team Vitality – 40.8% to finish 1st; 17.4% to finish 2nd; 77.7% to make playoffs

  3. G2 Esports – 19.3% to finish 1st; 20.4% to finish 2nd; 56.7% to make playoffs

  4. MOUZ – 14.5% to finish 1st; 21.8% to finish 2nd; 53.0% to make playoffs

  5. FaZe Clan – 13.9% to finish 1st; 21.0% to finish 2nd; 50.2% to make playoffs

  6. Eternal Flame – 40.7% to finish 1st; 16.2% to finish 2nd; 40.7% to make playoffs

  7. Liquid – 16.3% to finish 7-8th; 35.7% to make playoffs

  8. Virtus.pro – 15.4% to finish 7-8th; 29.9% to make playoffs

  9. Astralis – 28.9% to finish 9-12th; 31.5% to make playoffs

  10. The MongolZ – 32.7% to finish 9-12th; 25.4% to make playoffs

  11. Complexity – 34.3% to finish 9-12th; 21.2% to make playoffs

  12. Heroic – 26.8% to finish 9-12th; 23.5% to make playoffs

  13. paiN – 36.5% to finish 13-16th; 21.0% to make playoffs

  14. FURIA – 36.4% to finish 13-16th; 20.9% to make playoffs

  15. 9z – 44.7% to finish 13-16th; 14.6% to make playoffs

  16. Imperial – 49.1% to finish 13-16th; 13.9% to make playoffs

It has been quite the run for NaVi despite their loss with back to back grand finals in recent weeks but CSDB.gg’s predictive model suggests there will be no let up for the Ukrainian esports organisation.

G2 will also be looking to build more momentum in preparation for Majors season with NiKo on a quest to finally get over the line this year to win his first major title. Hopefully Rio won’t have to see a repeat of his reaction in the semifinals at BLAST Premier Fall Final 2024 where he punched a hole in a table after losing out to Team Vitality in a key moment.

However, the hosts of Intel Extreme Masters Rio 2024 may want to lockdown any nearby furniture and reinforce their desks if G2 are set for disappointment at the semifinals stage as predicted by the CSDB.gg SuperComputer.

A victory in Rio could be even more consequential for how the end of the year shapes up for the leading teams on the circuit. The Valve Global rankings have both teams close at the very top (NaVi at 1988 and G2 at 1953) meaning a win for either team could hand them a key advantage when it comes to who enters the Majors as top seed. 

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Back-to-back wins in T1 events for G2, should they prosper in Rio, would set the Berlin-based team on an incredible trajectory going into the winter months.

Meanwhile, Brazilian hopes for glory look slight according to the CSDB.gg SuperComputer with FURIA, the team co-owned by Neymar, having only been given a 20.9% chance of even making the playoffs. 

They are the leading contenders to make an impact for the home crowd but there are other teams flying the flag for Brazil with paiN and Imperial also set to give it their best to give local fans something to cheer on.

In terms of forecasted matchups of note, G2 and FaZe Clan could offer up a fascinating encounter in the quarterfinals should both teams qualify, with each organisation rated as having a strong chance of making the semis with little to separate them should they meet.

How was the CSDB.gg CS2 Tournament SuperComputer created?

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The CSDB.gg CS2 Tournament SuperComputer is a predictive model created using world ranking points, team quality ratings and performance trends. An element of randomness is also included in the model to avoid the best teams and players always winning, to reflect the fact that upsets can happen.

Every tournament is simulated 1,000 times with the results aggregated into a percentage rating of the chances teams or players have to achieve the predicted result.

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Gaming

NASCAR launches persistent world on Roblox where players can become racing tycoons

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NASCAR is once again taking the virtual racing world by storm, this time with the launch of “NASCAR Tycoon” on Roblox created by Dubit.

Building on the success of its previous “NASCAR Speed Hub,” this new experience promises to deliver an even more immersive and interactive NASCAR world.

Developed in partnership with the renowned metaverse studio Dubit, “NASCAR Tycoon” allows players to dive deep into the management and racing aspects of NASCAR, offering a unique blend of strategy and high-speed thrills in a distinctly Roblox-native way.

Players will have the opportunity to jump in the driver’s seat of cars styled after NASCAR’s Next Gen Cup Series vehicles, competing against each other and managing teams in thrilling races. Earning fame and fortune as they build their virtual tycoon, players can make passive income while they play. As players progress in “NASCAR Tycoon,” they will unlock exclusive perks such as building their own NASCAR racing teams, expanding their garages, collecting new cars, accessing customizations and attracting sponsors.

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The launch comes hot on the heels of recent Fortnite activations and follows the debut of NASCAR in Jailbreak and NASCAR Speed Hub last year – a virtual environment built by Dubit, for players to race around tracks linked to real-world races.

“We’re thrilled to launch ‘NASCAR Tycoon’ on Roblox, developed in partnership with Dubit, marking a key milestone in our ongoing efforts to authentically engage with the Roblox community,” said Nick Rend, VP of Interactive and Emerging Platforms at NASCAR. “This initiative is about more than reaching new audiences; it’s about deepening our connection on a platform where we see tremendous potential. By blending the excitement of NASCAR with the interactive and dynamic environment of Roblox, we’re enhancing traditional fandom in ways that are engaging, fun, and distinctly forward-looking.”

With over 300 million monthly active users, Roblox is ripe with opportunities for sporting organisations like NASCAR and offers a chance to engage with audiences in an immersive and interactive environment.

Andrew Douthwaite, Chief Commercial Officer at Dubit, shares his excitement: “We’re thrilled to bring the next phase of NASCAR to life on Roblox, building on the success of previous activations. NASCAR Tycoon allows Roblox players to experience the excitement of NASCAR racing like never before, blending the strategic elements of team management with the adrenaline-pumping action on the track. It has been a true joy working with such a forward-thinking, iconic sports brand in NASCAR, and we look forward to continuing to push the boundaries together”

Dubit has created Roblox activations, virtual merchandise ranges and experiences for global brands including Unilever, Samsung, Reckitt, Kraft, H&M and adidas.

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“NASCAR Tycoon” is now available on Roblox.

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