industry news
EA Talks About Their "Tender" Offer and a Line in the Sand
Posted by Brian Crecente at 5:40 AM on March 14, 2008
I had a chance to speak with Owen Mahoney, Electronic Arts senior vice president of corporate development, a short time ago about their decision to take their campaign to buy-out Take-Two to the next level.
"The timing of (the offer) was really driving off of what we think is best for the company," Mahoney said. "The offer has been open for two weeks now, the longer it is out there the less valuable it is."
On Tuesday Take-Two reiterated their position during their earnings report conference call that they would not be selling to Electronic Arts.
"We wanted to learn what they had to say and once we learned that we decieded the right thing to do was to bring it right to shareholders," Mahoney said.
Early this morning EA announced their tender offer which would buy up shareholders' Take-Two stock at the same $US 26 a share offered to the company, provided that they can land at least 51 percent of the company.
Come the midnight deadline on April 11 Electronic Arts will either have the shares needed to vote out the board and install their own, buy-out friendly, folks, or they could extend the deadline. They could also, Mahoney points out, decide it's time to walk-away from Take-Two.
"I do not know," Mahoney said, when asked if Take-Two is a done deal. "I don't know if it's a done deal or not, all I know is what we are offering is a fair price.
"Our shareholders expect us to be very price disciplined."
Mahoney added that the EA would still love to come to an agreement directly with the company, but said there really aren't any formal negotiations going on. John Riccitello did call Take-Two management yesterday to let them know about the upcoming tender offer.
You know what they say EA? No? Well take my advice, you've got to hold her, don't squeeze her, never leave her... you've got to try a little tenderness...

Comments (AU Comments · US Comments)
There are currently no AU comments for this post.
rainofwalrus [XBL]
Posted 10:53 PM 19/3/08
@xvorpsm: unless your name is VALVE or BLIZZARD, you will continue to make crappy games. I fail to see your point.
rainofwalrus [XBL]
xvorpsm
Posted 10:53 PM 19/3/08
EA used to be good back in the day, now they are just the bully on the playground that continnues to make crappy games. Someone needs to knock them down a few pegs.
xvorpsm
_Ted_
Posted 10:54 PM 19/3/08
@The Amazing Exploding-Man: they should
_Ted_
_Ted_
Posted 10:54 PM 19/3/08
@Heliophage: shit I hope they don't go any where near Ubisoft.
_Ted_
The Commissar
Posted 10:54 PM 19/3/08
They just want to cash in on GTA4 for their 4th quarter earnings reports, then they will proceed to drive the franchise into the ground as they have with so many others.
That and it gets 2K sports out of their hair. Smart business move considering how unversed TT shareholders are (ie. on verge of a revolt) but bad news for, you know, gamers.
@Campion: You miss the point. Imagine McD's buys Burger King, then makes Whoppers out of dogmeat, and delivers them 24 hours after you order them. EA has a extremely bad track record and I don't think the M&A trend we are seeing in the games sector is good for people who like to play games.
The Commissar
Xmaster
Posted 10:54 PM 19/3/08
Dear god....I hope they burn in a fire.
Xmaster
jgw
Posted 10:54 PM 19/3/08
@PearceShea:
@ashy_larry:
As Machines pointed out, current stock prices reflect the inclusion of all publicly-available news, including the release of GTA IV and EA's tender offer. A better mechanic to gauge the offer is to look at the share price as of one day prior to announcement. Based on that price, $26/share actually represents a 64% premium.
The shareholders who are going to ultimately make this decision are the large institutional holders (hedge funds, mutual funds, portfolio funds, asset managers, capital management firms.) They likely hold much more than the requisite 51% needed to gain a majority voting stake. Their per-share profit comes from the difference between the price they bought the stock at and the $26 EA is offering. Given that the stock peaked around $27 back in 2003 and has essentially been trading under $20 for the past two and a half years, it seems pretty likely that they are looking to cash out.
Take-Two's management pulled a pretty shady move back in Februrary. They bumped executive compensation by a pretty significant amount, including 600,000 restricted shares that vest over 3 years or immediately in in the event of a take-over. At $15/share, that's $9 million. At $26/share, that's $15.6 million. It's not enough money to deter someone who's paying $2 billion in cash, so it can't be construed as a poison pill defense. It's a pretty clear-cut grab for money, given that the company had prior knowledge of an offer.
I've said this before, but Take-Two's statement that they aren't willing to negotiate until after GTA IV's release is indicative of their willingness to sell. Holding out until the hype reaches a boiling point (including investors who may be wowed by GTA IV's likely stellar sales) will bump the stock price higher, and may force EA to increase their offer. Each $1 increase in offer price represents $75 million in additional cost to EA. Again, not huge for a $2 billion sale, but it represents significant returns for investors. Thus, it is actually in the best interest of shareholders to reject the offer at this point. The only danger would be if EA walks from the deal. The April 11th (two weeks before release) deadline signals that they aren't willing to play this wait-until-GTA-hits game. We'll have to see how serious they are about acquiroring Take-TWo.
jgw
drayla
Posted 10:54 PM 19/3/08
"Someone at EA needs to brush up on their basic vocabulary skills. "Tender" when used in this context is a verb. EA has tendered an offer, they didn't make a "tender offer." That doesn't even make sense! They just look like bigger idiots every time someone repeats the phrase "tender offer.""
This is actually a finance term that describes the type of offer that EA has made... Good try though bizzy
drayla
crapsh00t
Posted 10:54 PM 19/3/08
@dougr650: Tender offer is a corporate finance term denoting a type of takeover bid. The tender offer is a public, open offer (usually announced in a newspaper advertisement) by an acquirer to all stockholders of a publicly traded corporation to tender their stock for sale at a specified price during a specified time, subject to the tendering of a minimum and maximum number of shares. Tender offers are made directly to shareholders and are commonly used to takeover a target company when that company's board of directors does not approve the acquisition. In the United States, tender offers are regulated by the Williams Act. (From Wikipedia)
crapsh00t
Campion
Posted 10:54 PM 19/3/08
Oh my god, McDonalds is so evil and I hate them so much, if they buy Burger King I'm never ever ever ever going to buy a Whopper again!
[sticks head in oven]
Campion
ritful
Posted 10:54 PM 19/3/08
@DARTH_TIGRIS:
[www.google.com]
you might find this interesting
ritful
terraform
Posted 10:54 PM 19/3/08
Oh hai n00bz. Iz hostile takeover.
terraform
Sweet Tooth
Posted 10:54 PM 19/3/08
you know has even deeper (classic) pockets. $ony and Micro$oft. No meants no, EA.
Sweet Tooth
RavingRabbid
Posted 10:54 PM 19/3/08
Would the Department of Justice clear this?
RavingRabbid
Woodwater
Posted 10:54 PM 19/3/08
I already have a hard time with EA as it is.
*sigh*
I hope this doesn't go through.
Woodwater
The Amazing Exploding-Man
Posted 10:54 PM 19/3/08
Take two should give away rockstar to someone who isn't EA just for spite.
The Amazing Exploding-Man
Brian Crecente
Posted 10:54 PM 19/3/08
@dougr650: I think you missed the joke.
Brian Crecente
Butz
Posted 10:54 PM 19/3/08
Does that mean if EA succeeds, that Ken Levine might get his System Shock franchise back or isn't 2k included in the takeover?
Mmmmh, System Shock 3 ! How sweet would that be !
Butz
WolvenOne
Posted 10:54 PM 19/3/08
Seriously, EA needs to stop this. This business strategy of buying out other companies in order to get their franchises isn't working. Seriously, if it was, EA would have so many killer franchises it'd be absurd, but instead, what typically happens is that the actual, "talent," behind the games, splits off to do their own thing. Leaving EA with nothing but a franchise with declining quality that'll eventually go defunct.
Occasionally of course it actually works and the talent sticks around, but more often than not it fails, and that's a lot of money and a lot of ruined franchises for the amount of money they're spending.
Here's an idea EA. You have lots of money, a fair number of programmers and designers left over from various, mostly defunct developers. Why not pool what you have and try to make a new, completly original game franchise?
And no, a Lord of the Rings RPG does not count.
WolvenOne
Nintendotis
Posted 10:54 PM 19/3/08
Nice use of a picture of Otis Redding's "Try a Little Tenderness." EA is ridiculous.
Nintendotis
rainofwalrus [XBL]
Posted 10:54 PM 19/3/08
if you're an EA-fanboy, you're not alone.
rainofwalrus [XBL]
Rebelphoenix83
Posted 10:54 PM 19/3/08
Fuck EA.
Rebelphoenix83
tei
Posted 10:54 PM 19/3/08
Theres a good coment in kotaku about the topic:
That one from jgw
[kotaku.com]
tei
DARTH_TIGRIS
Posted 10:54 PM 19/3/08
@masticate:
I'm a 2K Sports fan (basketball and football), so why don't you go masticate yourself ...
...
...
... and no, I don't know what that word means but I do know that Olivia Munn is delish.
DARTH_TIGRIS
SSJPabs
Posted 10:54 PM 19/3/08
@AstrayPenguin: No. It's the shareholders who actually "own" the company, and the owners of the company should make the decision. If you don't want to run that risk, don't go public.
Also I continue to be appalled at the double standard with EA/BlizzaVision.
SSJPabs
Bishmon
Posted 10:54 PM 19/3/08
@dougr650:
[www.merriam-webster.com]
Bishmon
aequitus
Posted 10:54 PM 19/3/08
Time to start pirating EA's games.
aequitus
Arboris
Posted 10:54 PM 19/3/08
*queue imperial march*
Arboris
Kavatar
Posted 10:54 PM 19/3/08
Damn it, this guy does not make me proud to be a Mahoney.
Kavatar
masticate
Posted 10:54 PM 19/3/08
@DARTH_TIGRIS: I don't see it as such a bad thing. With larger, richer companies you get consistently crappy products. It's these poor-excuses-for-goods that drive independent companies to make new and exciting IPs/products.
masticate
Lucidity
Posted 10:54 PM 19/3/08
@Machines:
Actually if you look at it, TT went up a bunch after Bioshock came out and did really well. Yes people know that GTA 4 is going to do well, but not everybody knows about TT and what they have to offer. As a shareholder in TT, I would like other shareholders to hold off on EA. This stock will go above 30 dollars a share once GTA 4 comes out. It is going to be a larger success then originally planned, because it will sell PS3s, as well as 360s. GTA is one of those games that sells systems, and with the recent price drop of the 360 in Europe and the dropping of HD-DVD by Toshiba, both units have good selling points to buyers who have yet to upgrade. EA is offering up a minimum in reality, and had they not announced a buy out, TT would of naturally risen to above 30 once GTA sales numbers were released.
Lucidity
Heliophage
Posted 10:54 PM 19/3/08
@dougr650:
It can also be a noun for a formal offer to buy (or sell I guess) something. It can also be used as a noun to refer to a means of payment -- as in "this note is legal tender for all debts, public and private" on my dollar bills.
It fits in the context.
Heliophage
ErskinPig
Posted 10:54 PM 19/3/08
@Horsefly: Post of the century!:D
ErskinPig
ErskinPig
Posted 10:54 PM 19/3/08
" had a chance to speak with Owen Mahoney, Electronic Arts senior vice president of corporate development"
Did you punch him in the face? If not, corner of shame for you.
ErskinPig
DARTH_TIGRIS
Posted 10:54 PM 19/3/08
Remember: EA's main motivation is to be bigger than Activision Blizzard. This isn't in the best interest of Take Two or gamers.
DARTH_TIGRIS
Machines
Posted 10:54 PM 19/3/08
I like how everyone who always comments on this saga likes to portray Take Two and some innocent bystander that's going to get swallowed whole. Take Two has done more than its fair share of dirty business as well.
And don't expect to see T2's stock rise continuously up until the release of GTA IV. Sales have already been predicted and stock prices already reflect that. The only movement you'll see is downward if the predictions aren't met. I mean, it's not like nobody knows GTA IV is coming and that it is magically going to skyrocket on release day. Doesn't work like that.
Machines
dougr650
Posted 10:54 PM 19/3/08
Someone at EA needs to brush up on their basic vocabulary skills. "Tender" when used in this context is a verb. EA has tendered an offer, they didn't make a "tender offer." That doesn't even make sense! They just look like bigger idiots every time someone repeats the phrase "tender offer."
dougr650
Heliophage
Posted 10:54 PM 19/3/08
If only I were more important, I'd feel this topic was making fun of my post in the first topic. D:
If only.
I'd be thoroughly ammused if all of this buyout business is still not enough to bring them back to the top of the leaderboards as publishers. What then? Ubisoft? What after that?
Heliophage
ashy_larry
Posted 10:54 PM 19/3/08
I'd be surprised if they get this, a 4.4pc premium on stock that's rising all the way up until GTA IV and beyond is a pretty poor buyout position. They're really trying to get this on the cheap before the stock rockets at the end of April and they can't afford it any more.
I think they've learnt a lesson from the Ubisoft buyout which was screwed by the success of Assassin's Creed. "price sensitive" is about right, it looks like they're offering the only amount they can afford for this company, and they don't want to be paying for the success of a company (Rockstar) whose contract with Take Two runs out in less than a year.
The Take Two investors would know all this, but they also know that if they cash-in in early May they'll get a much better deal than EA's offering.
Oh, and the first comment is right, the second mention of EA in the first para should read Take Two.
ashy_larry
Tale
Posted 10:54 PM 19/3/08
@AstrayPenguin: It's not quite that sinister. The shareholders are essentially the ones who own the company, not the executives. EA is looking to buy the company from the people who own it, bypassing the people who manage it.
Tale
SnakeCL
Posted 10:54 PM 19/3/08
Heh, what will happen? Will Take-Two be swallowed whole? Will the Evil Empire be thwarted? Tune in next week! Same gamer time! Same gamer channel!
SnakeCL
masticate
Posted 10:54 PM 19/3/08
EA kinda reminds me of Katamari. They want so hard to acquire the mass that is Take-Two, but they only way they can do it is if they gather up all the little shareholders.
masticate
PhantomVI
Posted 10:54 PM 19/3/08
@Horsefly: This isn't rape. The bosses at Take-Two are just wanting dinner and a movie first. And maybe a nice new diamond bracelet, too.
PhantomVI
PearceShea
Posted 10:54 PM 19/3/08
@AstrayPenguin: Yes but generally these sorts of things are in the best interest of shareholders, if not management. And I don't see how TT's mangement is all that much the victim here as they just gave themselves a huge raise.
I think EA will probably have to offer more than just a buch fifty or so over the current asking price to get what they want.
PearceShea
XtreemIkon
Posted 10:54 PM 19/3/08
@AstrayPenguin: Once a company goes public anything is fair play. In fact I think EA; as much as I despise them, has been more than fair.
XtreemIkon
enspik
Posted 10:54 PM 19/3/08
Hmmmmm.
enspik
FrigidAir44
Posted 10:54 PM 19/3/08
"The timing of (the offer) was really driving off of what we think is best for the company,"
We think. Heh. Sorry EA... not everybody agrees what you think.
FrigidAir44
Mr.SithNinja
Posted 10:54 PM 19/3/08
EA?? Tenderness?? Yeah right! They are going in at ramming speed, sans lube....
Mr.SithNinja
ThisCharmingMan
Posted 10:54 PM 19/3/08
This is totally like a movie! I kind of feel bad for the Take Two execs and employees though. It's like theyre going to get swallowed whole.
ThisCharmingMan
AstrayPenguin
Posted 10:54 PM 19/3/08
Is it just me or does any one else feel this is totally against fair play? "I can buy your company and kick you out of it behind your back" is how it comes across to me.
This is why I don't like the business world, I have a sense of fair play and this crap is 100% opposed to it.
AstrayPenguin
Gray665
Posted 10:54 PM 19/3/08
No means no EA. Keep those grabby hands to yourself.
Gray665
Horsefly
Posted 10:54 PM 19/3/08
There's nothing tender about rape.
Horsefly
Imakeholesinu
Posted 10:54 PM 19/3/08
"I had a chance to speak with Owen Mahoney, Electronic Arts senior vice president of corporate development, a short time ago about their decision to take their campaign to buy-out Electronic Arts to the next level."
I don't think EA can Buy itself out.
Imakeholesinu