Take-Two said on March 27, 2024 that it entered into a Share Purchase Agreement with Gearbox Entertainment Company Holding AB, Embracer Group AB and others. Under the agreement, Buyer Sub will buy 100% of the issued shares of The Gearbox Entertainment Company, Inc. from Gearbox Seller.

1. 01

   Take-Two said on March 27, 2024 that it entered into a Share Purchase Agreement with Gearbox Entertainment Company Holding AB, Embracer Group AB and others. Under the agreement, Buyer Sub will buy 100% of the issued shares of The Gearbox Entertainment Company, Inc. from Gearbox Seller.

2. 02

   The company said the base purchase price for all of Gearbox's issued shares is $460 million, paid in newly issued Take-Two common stock. The shares will be valued at the volume weighted average closing price for the 5 trading days ending on the trading day before closing, and the price will be adjusted at closing for cash, debt, transaction expenses and working capital.

3. 03

   The company said closing is subject to customary conditions, including the expiration of waiting periods under the Hart-Scott Rodino Antitrust Improvements Act, and will take place after its earnings announcement for the fiscal year ending March 31, 2024, with the closing occurring 6 business days after that announcement. If the deal does not close by September 27, 2024 (the Outside Date), either party may terminate the agreement.

4. 04

   The company agreed to file a Form S-3 registration statement with the SEC on the closing date to register resales by Gearbox Parent. The company said the common stock to be issued to Gearbox Parent will not initially be registered under the Securities Act and will be issued under the exemption in Section 4(a)(2).

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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

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