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And the story continues...from EATakeTwo.com EA COMMENCES ALL CASH TENDER OFFER TO PURCHASE TAKE-TWO INTERACTIVE SOFTWARE SHARES FOR $26.00 PER SHARE Price Offers 64% Premium Over Closing Price on Feb. 15 REDWOOD CITY, Calif., March 13, 2008 – Electronic Arts Inc. (“EA”) (NASDAQ: ERTS) today announced that a wholly owned subsidiary of EA commenced a tender offer for all of the currently outstanding shares of common stock of Take-Two Interactive Software, Inc. (“Take-Two”) (NASDAQ: TTWO) for $26.00 per share in cash. The offer is valued at approximately $2 billion and 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. EA Chief Executive Officer John Riccitiello: “This is a great opportunity for Take-Two shareholders. We believe Take-Two investors will see our tender offer as the best way to maximize the value of their investment in Take-Two. This tender offer provides a clear process to complete the proposed transaction. For EA shareholders, the combination would add additional intellectual properties to our already strong portfolio and welcome Take-Two’s talented creative teams to the great development organization we’ve built at EA.” The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, April 11, 2008, unless the tender offer is extended. The tender offer is not conditioned upon financing. The tender offer is conditioned upon, among other things, - EA being able to acquire a majority of the outstanding shares (fully-diluted) of Take-Two in the tender offer;
- the anti-takeover provisions of Section 203 of the Delaware General Corporation Law not being applied to the tender offer or any subsequent merger with EA;
- the expiration or termination of any applicable Hart-Scott-Rodino waiting period and;
- Take-Two entering into a merger agreement on terms satisfactory to EA in its reasonable judgment.
Morgan Stanley & Co. Incorporated is acting as the Dealer Manager for the tender offer and Georgeson Inc. is acting as Information Agent for the tender offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of Take-Two. The description of the tender offer contained in this press release is not intended to be a full or detailed description of the terms or conditions of the tender offer. Take-Two shareholders are urged to read the disclosure documents that will be filed later today with the Securities and Exchange Commission (the “SEC”), including the tender offer statement, regarding the tender offer because they contain important information. The disclosure documents (when they are available), and any other documents relating to the tender offer that are filed with the SEC, may be obtained at no charge by directing a request by mail to Georgeson, Inc., 199 Water Street, 26th Floor, New York, NY 10038, or by calling toll-free at (800) 213-0473, and may also be obtained at no charge at http://investor.ea.com or the website maintained by the SEC at http://www.sec.gov. This release does not constitute a solicitation of proxies in connection with any matter to be considered at Take-Two’s 2008 annual meeting of stockholders. Neither EA nor its subsidiary making the tender offer is soliciting, or intends to solicit, proxies in respect of any matter to be considered at Take-Two’s 2008 annual meeting. An Open Letter to the gaming community: http://www.eatake2.com.
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