AI English summary of an SEC filing — figures as filed
Take-Two Interactive TTWOTake-Two said it entered into a definitive agreement on March 27, 2024 with Embracer Group AB to acquire The Gearbox Entertainment Company Inc. The transaction is valued at $460 million and the consideration is entirely newly issued Take-Two common stock.
Key points
AI summaryTake-Two said it entered into a definitive agreement on March 27, 2024 with Embracer Group AB to acquire The Gearbox Entertainment Company Inc. The transaction is valued at $460 million and the consideration is entirely newly issued Take-Two common stock.
The company said it will calculate the number of shares to be issued by dividing the purchase price by the average closing price over the 5 trading days ending on the trading day immediately before the closing date. The purchase price assumes a company with no debt and no cash, and with a normalized level of net working capital (excluding cash) at closing. Closing requires the satisfaction of customary conditions, including regulatory approvals, and the transaction is not yet closed.
The company said it expects the acquisition to be completed in fiscal Q1 2025 (ended June 30, 2024). Certain third-party publishing and other assets that the company considers non-core to its business are not included in the transaction.
The company said it will acquire Gearbox's intellectual property, including Borderlands, as well as Homeworld, Risk of Rain, Brothers in Arms and Duke Nukem. The company said Gearbox currently has six key projects in various stages of development, including five sequels, and will operate as a studio within 2K.
Summary
AI-writtenAnalysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Definitive Agreement to Acquire Gearbox and Deal Value
Take-Two said it entered into a definitive agreement on March 27, 2024 with Embracer Group AB to acquire The Gearbox Entertainment Company Inc. The transaction is valued at $460 million and the consideration is entirely newly issued Take-Two common stock.
Source · Based on the filing body and exhibits
Share Count Method and Closing Conditions
The company said it will calculate the number of shares to be issued by dividing the purchase price by the average closing price over the 5 trading days ending on the trading day immediately before the closing date. The purchase price assumes a company with no debt and no cash, and with a normalized level of net working capital (excluding cash) at closing. Closing requires the satisfaction of customary conditions, including regulatory approvals, and the transaction is not yet closed.
Source · Based on the filing body and exhibits
Expected Closing Timing and Excluded Assets
The company said it expects the acquisition to be completed in fiscal Q1 2025 (ended June 30, 2024). Certain third-party publishing and other assets that the company considers non-core to its business are not included in the transaction.
Source · Based on the filing body and exhibits
Acquired IP and Development Projects
The company said it will acquire Gearbox's intellectual property, including Borderlands, as well as Homeworld, Risk of Rain, Brothers in Arms and Duke Nukem. The company said Gearbox currently has six key projects in various stages of development, including five sequels, and will operate as a studio within 2K.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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