EA Mods Take-Two Tender Offer

When Take-Two rejected EA's buyout offer for the umpteenth time earlier this week, they also instituted a shareholder rights plan - a poison pill tactic that would give existing shareholders more room to reject the offer outright or negotiate a higher price - basically making it much more difficult for Electronic Arts to pull off the takeover. EA is not pleased.

"The actions of the Take-Two Board may increase the risk for their stockholders by delaying a potential transaction," said Owen Mahoney, Senior Vice President of Corporate Development at EA. "We continue to believe that our $26.00 per share offer price is full and fair, and that a transaction between Take-Two and EA is the most compelling combination financially, strategically and operationally for all parties."

In response to Take-Two's actions, which include moving the annual stockholder meeting to April 17th, EA has amended its tender offer, extending the offer from April 11th to April 18th, under condition that T2's board either redeem the stock purchase rights issued with the stockholder rights plan, or they are assured the rights have been invalidated, at least in regards to their takeover bid.

I layman's terms? Take-Two laced their stock with poison. EA modified their offer to eliminate said poison. Take-Two moved their stockholder meeting past the offer deadline, and EA extended the offer deadline to compensate. It's very much like watching a chess game - you care about the outcome, but the match itself is boring and a bit confusing unless you understand exactly how the game works.

EA Amends Take-Two Tender Offer and Extends Expiration Date to April 18, 2008

REDWOOD CITY, Calif.—(BUSINESS WIRE)—Electronic Arts Inc. ("EA") (NASDAQ:ERTS) today announced that it is amending its tender offer for all of the currently outstanding shares of common stock of Take-Two Interactive Software, Inc. ("Take-Two") (NASDAQ:TTWO). The amendments are in light of the actions publicly disclosed by Take-Two on March 26, 2008, including its adoption of a poison pill and change to the date of its 2008 annual meeting of stockholders to April 17.

The principal amendments to the offer include:

* EA has added a condition to its offer requiring either (1) that Take-Two's Board of Directors redeem the preferred stock purchase rights issued as a result of Take-Two's adoption on March 24, 2008 of the stockholder rights plan, or (2) that EA be satisfied that such rights have been invalidated or are otherwise inapplicable to its acquisition of Take-Two.
* EA has extended its tender offer for all of the common stock of Take-Two until 11:59 p.m., New York City time on Wednesday, April 18, 2008, unless further extended. The offer was previously set to expire at midnight, New York City time, on April 11, 2008.

"The actions of the Take-Two Board may increase the risk for their stockholders by delaying a potential transaction," said Owen Mahoney, Senior Vice President of Corporate Development at EA. "We continue to believe that our $26.00 per share offer price is full and fair, and that a transaction between Take-Two and EA is the most compelling combination financially, strategically and operationally for all parties."

EA commenced on March 13, 2008 its all-cash tender offer to purchase Take-Two shares for $26.00 per share, which represents a 64% premium over Take-Two's closing stock price on February 15, the last trading day before EA sent its revised proposal to Take-Two.

As of 5:00 p.m., New York City time, on Thursday, March 27, 2008, approximately 5,000 shares of Take-Two had been tendered in and not withdrawn from the tender offer.


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