BREAKING: It's Over... EA Gives Up on Take-Two Acquisition

September 14, 2008 -

It's official - Grand Theft Auto V will not be released under the Electronic Arts brand.

EA has just issued a press release announcing that it has decided not to continue its lengthy pursuit of Take-Two Interactive.

The two sides have been talking, but those negotiations appear to have broken down. At this point it's unclear what made EA decide to give up its nearly seven-month long bid to acquire T2. From the EA release:

Electronic Arts... today announced that while EA continues to have a high regard for Take-Two's creative teams and products, after careful consideration, including a management presentation and review of other due diligence materials provided by Take-Two... EA has decided not to make a proposal to acquire Take-Two and has terminated discussions with Take-Two.


EA CEO John Riccitiello (right) commented:

EA is tracking toward a record breaking year. We're launching 15 new games including award-winners like SPORE, Dead Space and Mirror's Edge, great new titles from the Sims, new family titles with Hasbro, and the highest quality slate of EA SPORTS titles on this generation of consoles. We're also expanding beyond our core business with a series of direct-to-consumer launches including Warhammer Online.
 

UPDATE: Take-Two has issued a press release of its own, with chairman Strauss Zelnick (left) saying:

We remain focused on creating value for our stockholders and our consumers. This has been our goal since EA launched its conditional and unsolicited bid six months ago, a bid which was repeatedly rejected by our stockholders. As part of that commitment, we remain actively engaged in discussions with other parties in the context of our formal process to consider strategic alternatives. We're especially proud of the success we've enjoyed over the past eighteen months and we remain confident in our ability to generate value for stockholders.

GP: Expect T2 stock to take a big hit when the markets open in the morning. TTWO closed at 21.65 on Friday amid expectations that an EA-T2 deal would get done somewhere north of the 25.74 tender price that EA offered earlier. Prior to EA's expression of interest, T2 had been trading in the 17 range. With EA now out of the picture, T2 shares will likely be heading south.

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Game Love Triangle: Square-Enix wants Tecmo but Tecmo wants Koei

September 5, 2008 -

Business Week reports that Tecmo, uneasy with the prospect of being acquired by much larger Square Enix, has sought refuge in the arms of fellow small publisher Koei:

When Japanese video game developer Square Enix unveiled its "friendly" offer to buy rival Tecmo last week, analysts and investors applauded. The two companies seemed a natural fit: Square Enix's Final Fantasy and Dragon Quest series had a huge following among diehards in Japan, while Tecmo's Ninja Gaiden and Dead or Alive fighting games were popular in the U.S. and Europe. To sweeten the deal, Square Enix President Yoichi Wada pledged to preserve the Tecmo brand. He gave Tecmo's management a week to think it over.

At the deadline, Tecmo told Square Enix "thanks, but no thanks," and said it was exploring a merger with Koei. From the report:

Tecmo didn't give a reason for going with Koei. But size appears to have been one issue: Rather than getting swallowed up, Tecmo may have wanted something closer to a marriage of equals...

 

Industry executives say Japan's midsize game developers are prime takeover targets. Many of them have a strong record at home but limited exposure overseas. A suitor with a worldwide network—particularly in the U.S. and Europe—could take a niche Japanese developer stuck in a stagnant market and create a global mainstream franchise.

This one's not over, at least not yet. Square Enix has asked Tecmo to explain how Koei's deal was better for shareholders than its offer and may continue its pursuit of Tecmo.

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Rumor: EA Walking Away from Take-Two Negotiations

September 4, 2008 -

Following a volatile Wednesday for Take-Two stock, investment site Seeking Alpha mentions that a rumor floating around Wall Street had EA walking out on its secret merger negotiations with T2:

Yesterday's session featured some strange exchanging of Take-Two Interactive Software Inc. (TTWO) shares, just one day before the company is set to release earnings.

 

There was no news released, though Barron's later said that the price decline was due to rumors about Electronic Arts Inc. (ERTS) walking away from merger talks.  ERTS had an executive speak at a conference right around noon.

T2 opened yesterday at 24.51 but dropped as low as 21.34 on the rumor. (note the big dip in the TTWO share price chart for Wednesday afternoon). 

While Seeking Alpha ultimately discounts the rumor, it's known that EA management is not especially fond of the Strauss Zelnick team at T2. That has a lot to do with the rich deal Zelnick put in place for himself and his crew in the event of an acquisition. Given that atmosphere, hardball tactics (such as a walkout) would seem to be in the realm of possibility.

 

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Columnist: Publisher Consolidation Bad for Gamers ...especially EA-T2

August 27, 2008 -

Don Reisinger, who pens The Digital Home column for Cnet, takes a dim view of video game publisher mergers - especially the proposed deal between Electronic Arts and Take-Two Interactive.

Reisinger believes consolidation results in high profits for pubishers and low-risk, lackluster titles for gamers:

Since the age of consolidation hit the video game industry, it has changed drastically... In fact, consolidation has spawned an industry that's dominated by sequel after sequel and enough first-person shooters and sports games that barely differ from year to year...

 

A quick glance at EA's upcoming lineup of games tells you everything you need to know about consolidation. Aside from Spore, it's dominated by sequels and titles that will do little but provide the same basic experience...

 

And if EA and Take-Two -- two of the biggest culprits of derivative gaming -- combine to form one major developer, this will only get worse.

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EA & Take-Two Begin Secret Negotiations

August 26, 2008 -

Now that the Federal Trade Commission has opted not to place any regulatory hurdles in the way of a potential EA-T2 merger, the two publishers will begin meeting behind closed doors.

An filing made by Electronic Arts with the Securities & Exchange Commission late yesterday reads in part:

On August 25, 2008, [EA] and [T2] entered into the confidentiality agreement contemplated by the letter of August 17, 2008 from Strauss Zelnick, Executive Chairman of the Board of Directors of Take-Two to John Riccitiello, Chief Executive Officer of EA, and the letter of August 18 from Mr. Riccitiello to Mr. Zelnick.

 

The terms of the confidentiality agreement prohibit each of EA and Take-Two from, among other things, publicly disclosing the status or terms of any discussions or negotiations between EA and Take-Two unless EA or Take-Two notifies the other that it is terminating discussions. As a result, EA does not intend to make any further announcements regarding the status of any discussions or negotiations with Take-Two unless and until discussions between EA and Take-Two have been terminated or such parties have entered into a transaction. As previously disclosed, EA now requires due diligence to support any proposal to acquire Take-Two and there can be no assurance that any proposal, negotiations or transaction will result.

Among other things, EA will be looking at T2's three-year game release schedule. Not a tough one to figure out: GTA V, Bioshock 2. A GTA MMO would be a nice surprise...

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FTC Okays EA-T2 Merger

August 20, 2008 -

The Federal Trade Commission has posted letters on its website which indicate that it will not oppose a proposed merger between Electronic Arts and Take-Two Interactive.

The letters, written in government bureaucrat-speak, are dated August 18th and read as follows:

The Federal Trade Commission’s Bureau of Competition has conducted a non-public investigation to determine whether the acquisition by Electronic Arts Inc. of Take-Two Interactive Software, Inc. may violate Section 7 of the Clayton Act or Section 5 of the Federal Trade Commission Act.

 

Upon further review of this matter, it now appears that no additional action by the Commission is warranted at this time. Accordingly, the investigation has been closed. This action is not to be construed as a determination that a violation may not have occurred, just as the pendency of an investigation should not be construed as a determination that a violation has occurred. The Commission reserves the right to take further action as the public interest may require.

With the FTC hurdle apparently out of the way, EA and Take-Two are free to attempt to reach agreement on a takeover.

Via: Reuters

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Former Turbine CEO Talks to WSJ about EA-T2 Monopoly Threat

August 20, 2008 -

Yesterday we noted a New York Post report on the proposed EA takeover of Take-Two which claimed that the Federal Trade Commission, scheduled to rule on the merger by tomorrow, might require that T2 spin off one or more of its sports franchises so as not to hand EA a stranglehold on the sports segment of the market.

Heidi Moore of the Wall Street Journal digs a little deeper, interviewing Jeff Anderson, CEO of startup online sports gaming service Play Hard Sports (and former Turbine CEO) concerning his view of potential monopoly issues:

It’s in the best interests of consumers to have a choice. I’m always in favor of having more choice in the marketplace. Look at the ESPN football product when it came out. There was no [NFL] exclusivity agreement then. When Take Two changed its price point, people moved toward the Take-Two product and forced EA to reduce its price. You saw how competition can work in the advantage of the consumer.

 

The question we’re looking at, and what the FTC should be looking at, is whether this will reduce competition. If Take-Two’s sports franchise becomes part of EA, will that influence competition for the better or not? And will it influence prices positively or negatively?

 

Generally I’m not a fan of monopolies in the gaming world. We’re interested in providing a new choice to consumers. As a gameplayer, we’d love to see great games produced by these studios. And we’d love to see them compete.

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NY Post: EA & T2 Trash Talk Despite End to Hostile Bid

August 19, 2008 -

As GamePolitics reported yesterday, EA may have called a cease-fire in its hostile bid to absorb Take-Two Interactive. That development, however, does not mean that the two game publishers are ready to share a hug.

The New York Post reports on snarky (and anonymous) barbs traded between EA and T2:

"To say that EA blinked is a huge understatement," said one source close to the Take-Two camp. "They finally came to their senses and realized this wasn't going to be done their way."

 

A source close to EA countered by suggesting that the company was miffed that it had to make the first overture to Take-Two. The source added that EA officials don't want to negotiate with Take-Two's current management team.

The Post also reports that, while the FTC is expected to bless the proposed merger, it will insist that Take-Two spin off some of its sports franchises, so as not to give EA a complete monopoly on sports games:

Though a deal would combine two of the world's largest video-game publishers, the Federal Trade Commission is expected to give the go-ahead to a potential combination by Thursday on the condition that it divest one or more of its sports gaming franchises, with basketball or hockey being the most likely.

GP: Great mashup (left) of GTA and T2 boss Strauss Zelnick accompanies the NY Post article...

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Pachter: EA-T2 Deal Turning from Hostile to Friendly

August 18, 2008 -

As we mentioned in the previous story, EA released some surprising info today:

  • it will not renew its tender offer (expiring at midnight) to buy T2 shares at $25.74
  • EA and T2 have been talking, with T2 preparing a secret presentation for EX execs

For expert analysis we turned to Michael Pachter (left) of Wedbush-Morgan who told GP:

It appears that EA is proceeding with a friendly deal.  The two companies exchanged letters over the weekend, with EA saying the offer price would require review (meaning they are inclined to go lower) because the deal cannot be completed before the holidays.  Take-Two's response was an offer of due diligence, including the presentation of non-public information under a non-disclosure agreement, intended to support a higher value.

 

EA accepted the offer of a presentation, and intends to allow its hostile tender offer to expire.  This merely changes the proposal from hostile to friendly, and keeps the pressure on the FTC to rule by Thursday, as previously expected.

 

My guess is that the parties reach an accommodation shortly at a $1 - 2 premium to EA's current $25.74 offer.  We have said this consistently since February 25, and continue to believe a deal gets done this month.  If Take-Two management holds out for a price in the $30s, EA will go hostile again, likely at a price closer to $20.  If Take-Two management negotiates a price below $27.50, I think a deal gets done.

 

The only surprise to me is that EA agreed to go friendly.  I suppose that they figured it was magnanimous to make the attempt, and Take-Two management recognized that this was its last and only opportunity to affect the outcome.  I really expect the parties to reach an agreement close to the $25.74 price (slightly above).

 

I do not expect EA to be impressed with the presentation, which will include a 3-year release schedule and a list of cost control initiatives, but believe that it will allow TTWO management to save face.  EA is unconcerned about cost control, since it will eliminate most operating expense once Take-Two is integrated, and should not be particularly surprised to learn that GTA 5 and BioShock 2 are planned.
 

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Is EA - Take-Two Deal on the Rocks?

August 18, 2008 -

With its most recent tender offer for Take-Two stock expiring at midnight, EA says that it will not renew the offer. 

It seems, however, that the two companies have been talking. As per a just-issued press release, EA CEO John Riccitiello telephoned T2 chairman Strauss Zelnick on Friday. Zelnick apparently offered to provide EA execs with a secret presentation concerning T2's game schedule for through 2011.

It's unclear what EA's decision not to renew its offer portends. It could be that EA has acquired sufficient T2 stock to seize control. Or, perhaps a new offer with a revised (i.e., lower) price structure is coming. Take-Two stock (TTWO) closed at $24.84 on Friday, nearly a dollar below EA's $25.74 tender offer. As Riccitiello points out, the proposed takeover has dragged past the point where an acquisition of T2 will provide a positive impact for EA's holiday sales, so perhaps the deal is less attractive at this point.

EA also mentioned that the Federal Trade Commission will complete its anti-trust review of the proposed merger by Thursday, August 21st. The press release also included a letter dated today from Riccitiello to Zelnick as well as one Zelnick to Riccitiello dated last Friday:

Here's Riccitiello to Zelnick:

Dear Strauss:

Thank you for taking my call on Friday and for your response letter  on August 17, 2008.

 

As discussed on Friday, given the passage of time, we have to validate the assumptions used in the model to support our offer price of $25.74 per share in cash. In addition, we no longer believe we can integrate Take-Two ahead of the important holiday season. 

 

Accordingly, we require due diligence to support a transaction and are therefore letting the tender offer expire tonight. However, we are pleased to accept your offer to review your management presentation as outlined in your letter.

 

We continue to have great respect for Take-Two's creative teams and products and are hopeful that we can work together to reach a mutually agreed transaction.

And here's Zelnick to Riccitiello, dated yesterday:

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Sega Boss Slams EA over Take-Two Bid

July 31, 2008 -

Sega of America CEO  Simon Jeffrey (left) has issued a bit of a spanking to his counterparts at Electronic Arts over their handling of the never-ending Take-Two takeover bid.

In a wide-ranging interview with Forbes, Jeffrey said:

It feels like EA kind of needs [Take-Two], but it probably shouldn't have made it so public that it really needed it. I think that it's losing some investor confidence; the stock price is at a three-year low. And it seems like EA has been the petulant child instead of the professional market leader. However it's EA, and it's really good at coming back.

Jeffrey praised Activision in the same interview:

[Activision Chairman] Bobby Kotick is one of the smartest people in the business. The way he's constructed Activision is really admirable... Bobby has grown Activision in stages over a long number of years to get to this point. And it's very calculating and very clever the way he's done that. Activision has also managed to be the first company in this business to market games properly. Anyone who can turn a hardcore brand like "Call of Duty" into a 10 million unit seller … is outstanding.

GP: Alas, no talk of the return of the Dreamcast... (sigh)

Via:Virgin Media

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EA Extends Deadline for Take-Two Shares; Zelnick Says T2 Has "Multiple" Would-be Acquirers

July 21, 2008 -

 

As expected, Electronic Arts has once again extended its deadline for Take-Two Interactive stockholders to tender their shares at $25.74. The new deadline is August 18th.

EA is apparently beginning to make some progress in its bid to acquire T2. The game publisher says that 11,741,339 shares have been tendered under the offer, nearly double the amount turned in when the previous deadline expired in late June. That is almost certainly related to T2's sagging share price of late. The stock has been trading below EA's offer price, making the deal more attractive to shareholders. TTWO closed on Friday at 25.04

This morning's EA press release links the extension to the Federal Trade Commission's review of potential anti-trust implications:

Extending the tender offer allows the FTC review process to continue. The proposed transaction is still subject to certain conditions that include regulatory approval. EA retains the right to terminate the offer if the conditions are not satisfied.

Coming up later today: Take-Two's obligatory press release explaining why, in its view, EA's offer is a bad deal for shareholders.

UPDATE: Wow, that didn't take long. In a press release which followed EA's by less than an hour, Take-Two, as expected, slams EA's offer. T2 chairman Strauss Zelnick alludes to "multiple" suitors, but does not name them (Activision? Ubisoft?):

We are fully engaged in a formal process to evaluate strategic alternatives that have the potential to deliver greater value than EA's inadequate offer. As part of this process, we continue to engage in meaningful discussions with multiple parties, a number of whom have been conducting due diligence.

UPDATE: In a lively interview wiith VentureBeat's Dean Takahashi, EA CEO John Riccitiello touches on the T2 deal:

Having clever verbal sword play about Take-Two doesn’t really matter. I’m not really playing for a headline in the New York Times...

 

I don’t think we’ve played a poker hand. We have expressed our interest. We have made a public bid. We are in the Hart-Scott-Rodino antitrust review. All of the information has been disclosed. We’re playing it to the way we’ve said we would play it. There have basically been three moves and there have 6,000 articles on it. It’s sort of amusing. I feel a little bit like those strobe light things where it looks like a guy is moving a lot. The flash goes off but the body doesn’t move. Every time a flash goes off, somebody writes a story on it. To be honest with you, the last time there was news was a couple of months ago.

 

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EA's Latest Take-Two Offer Expires Today

July 18, 2008 -

A piece in today's New York Post reminds us that EA's most recent renewal of its $25.74 tender offer to acquire Take-Two stock expires today.

The most likely development is a renewed offer by EA.

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With Vivendi Merger Complete, Will Activision Make a Run at Take-Two?

July 10, 2008 -

The New York Times' Deal Book blog speculates today that Activision Blizzard may be eyeing an acquisition of Grand Theft Auto publisher Take-Two Interactive.

Electronic Arts, of course, has been chasing T2 for most of 2008 and has a tender offer outstanding. EA's problem, however, is that T2 shareholders just aren't jumping on board so far.

Analyst Mike Hickey of Janco Partners told the Deal Book:

We absolutely believe Activision will take a look at Take-Two. If a competitor is for sale, you take a look, and if EA is your real rival, why wouldn't you stir the pot a little bit?

However, UBS Securities analyst Ben Schachter pooh-pooh any such deal:

It is highly unlikely that Activision would try to outbid EA. They have enough on their plate at the moment.

The oft-quoted Michael Pachter of Wedbush-Morgan had his own opinion:

There are only three players involved — EA, the FTC and the arbs. Is EA likely to withdraw or lower their offer? No, because they want Take-Two. The odds of the FTC not approving the deal on market concentration is virtually zero. And if the arbs want to sell the stock, they'll sell the stock — they don't care what [T2 chairman] Strauss Zelnick thinks the stock is worth.

 

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WaPo: Activision Blizzard Now Official

July 9, 2008 -

Mike Musgrove of the Washington Post reports that the Activision-Vivendi merger is now official, following a vote by 92% of Activision shareholders to approve the deal.

The new company will be known as Activision Blizzard. We hope to see a new logo unveiled, as opposed to mock-ups, like the one at left, which can found around the web.

Referring to EA's now-former status as the biggest kid on the game industry block, Wedbush-Morgan analyst Michael Pachter told Musgrove:

It's good to have a duopoly instead of a monopoly. This just makes the industry that much more interesting.

 

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Judge Works WoW References into Activision Merger Court Order

July 3, 2008 -

An attempt to block Activision's merger with Vivendi has ended with a ruling issued by William B. Chandler III (left), chief judge of the Delaware Court of Chancery.

As reported by the Wall Street Journal Law Blog, the judge has apparently taken notice of what World of Warcraft - one of the leading assets in the merger - is all about.

In denying a municipal pension plan's request for a preliminary injunction which would have put the Activision-Vivendi marriage on hold, Judge Chandler wrote:

In some ways, perhaps, the world of Mergers and Acquisitions is a massively multiplayer role playing game as well. Like in World of Warcraft... the participants in the M&A field take on certain roles, interact in their own community, hone specialized skills, and even develop a unique, somewhat curious vernacular.

 

One particular quest in the world of M&A is disclosure litigation. In the instance of disclosure litigation presently pending before this Court, the world of M&A meets the World of Warcraft.

 

In the role-playing game that is this disclosure litigation, both sides have played their respective roles well. Like any game, this one has rules, and the most essential rule of disclosure is materiality. Because the plaintiff could not establish the materiality of its final three disclosure claims, the motion for a preliminary injunction is denied. . . .GAME OVER.

GP: Very cool, indeed, your honor. Read the full decision here (31-page pdf).

Did Anyone Notice that Take-Two...

July 1, 2008 -

Did anyone notice that Take-Two (NASDAQ: TTWO) closed today at $25.14, or sixty cents under EA's current (and apparently endlessly renewable) $25.74 tender offer?

By our count it's at least the second time that TTWO has closed below the tender price in the past week, admittedly a rocky one for Wall Street. It seems kind of strange, since EA will buy all the TTWO you care to sell them at 25.74. Why would anyone sell below that price?

For interpretation, GamePolitics turns to Wedbush-Morgan super-analyst Michael Pachter:

GP: Mike, what do you make of TTWO closing well below the EA tender price of 25.74? That would seem to be a natural floor…

Pachter: The daily [share] price is the probability-weighted price of a [T2-EA] deal happening. [The expectation of] no deal is [priced] around $17-20, a deal at $28 has a relatively high probability. Before, the arbs placed a higher chance of a deal, and a higher [share] price.

GP: So are you saying that today's close $.60 under the [EA] tender price reflects a sense that the deal is now less likely?

Pachter: A combination of less likely or a lower expected deal price.  Probably more of the latter, as a tribute to EA's discipline.  Still very likely that a deal happens at $27-28.

Motley Fool Chides EA as "Runaway Groom"

June 21, 2008 -

Financial website The Motley Fool mocks Electronic Arts today.

Rick Aristotle Munarriz delivers the slap in a column recounting EA's seemingly endless campaign to acquire Grand Theft Auto publicher Take-Two Interactive:

What if you threw a wedding and nobody came? That's becoming the embarrassing reality... EA's latest tender offer to buy the Grand Theft Auto IV software hotshot expired on Monday, so what did EA do? It repeated the offer. Again.

 

For those scoring at home, this is the third time that EA has seen its tender offer... expire sorely undersubscribed. It gets worse with every passing month. EA had 6.4 million shares -- or less than 8% of the outstanding shares -- submitted during the first tender. EA now has just 6.1 million shares on board.

 

EA needs to step up and either raise its bid, dare Take-Two to seek out a better deal elsewhere, or just walk away. Anything else is just delusional.

 

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Take-Two Plays Hardball with the FTC

June 17, 2008 -

Things are beginning to get ugly between Take-Two Interactive and the Federal Trade Commission.

Attorneys for Take-Two have strongly disputed the FTC's contention that the Grand Theft Auto publisher is stonewalling the government agency's investigation into antitrust aspects of the potential EA merger (see: FTC Hauls Take-Two Into Court Over EA Takeover Bid).

In a document filed yesterday with the U.S. District Court in Washington, D.C., Take-Two fires back at the FTC:

No one at Take-Two Interactive Software, Inc. (“Take-Two”) is seeking to thwart the proper investigation by the Federal Trade Commission (“FTC”) staff of Electronic Arts, Inc.’s (“EA”) tender offer. On the contrary, from the outset, Take-Two has fully cooperated with these efforts, already having produced more than 479,000 pages of responsive documents through the date of this Opposition.

 

The issue before the Court is how the seemingly boundless desire of a government agency for information can be contained in order to save a company from the ruinous costs of compliance with a subpoena that requires it to search virtually every electronic and paper document in its possession, and to make available most of its senior executives for investigational hearings (pre-complaint depositions) in a situation where the company is not even a willing party to any transaction being investigated and where it is quite possible that no such transaction will ever occur.

 

 In the lengthy filing, Take-Two claims that it has been bending over backwards to meet the FTC's demands, including keeping a team of attorneys working over the recent Memorial Day weekend in an effort to supply requested internal documents. Referring to the FTC's conduct as an "abuse" at one point, T2 goes on to assert:

The FTC fails to engage in any meaningful analysis, in either its negotiations or motion papers, of its specific requests. It refuses to acknowledge that compliance with all of its requests would require a comprehensive, company-wide review of Take-Two’s data and documents, which encompass a huge universe of information...

A seperate declaration from a Take-Two attorney claims that it costing the company $50,000 per day in legal bills to meet the FTC's requirements.

Take-Two also submitted a slew of exhibits to the Court. Although no trade secrets are revealed in the publicly-viewable documents, it's clear from their context that the FTC is probing the workings of the "pipeline" by which T2 gets its sports games to market. The company also provided data on its exclusive licensing arrangement with Major League Baseball (MLB 2K8 screen at left) as well as NPD sales data for its sports games from 2001-2007.

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EA Extends Take-Two Acquisition Deadline

June 17, 2008 -

As expected, Electronic Arts has extended its tender offer for outstanding shares of Take-Two Interactive.

EA issued a press release this morning announcing that yesterday's deadline has been extended to July 18th. EA exec Owen Mahoney is quoted in the press release:

Our offer price remains unchanged at $25.74 per share, which is a substantial premium to where Take-Two's stock was trading prior to our offer. We congratulate Rockstar on the successful launch of GTA IV but believe our offer reflects a full and fair price based on the long-term value of Take-Two's entire operation.

EA also noted that extending the deadline will permit the Federal Trade Commission's review of the proposed merger to continue. Based on the number of shares reported tendered, EA has made no progress since the last extension.

UPDATE: Not unexpectedly, Take-Two has issued a press release urging sharholders to reject EA's offer.

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Today is Deadline Day for EA's Latest Take-Two Offer

June 16, 2008 -

GamePolitics readers may recall that Electronic Arts' latest tender offer for outstanding Take-Two shares expires today.

Will EA extend its deadline? Raise its offer price? Drop out?

An extension seems likely, given that the Federal Trade Commission has not completed an evaluation of whether an EA takeover of T2 would have antitrust implications. As we've reported, Take-Two is dragging its heels on that process, and an annoyed FTC is dragging T2 into court over the matter next week. And, of course, EA has placed the acquisition on hold, pending the FTC's findings.

Over at Level Up, Newsweek's N'Gai Croal has insightful analysis from former FTC attorney Justin Blankenship on the government agency's current dust-up with Take-Two.

Meanwhile, Forbes speculates that EA wants to close the deal ASAP in order to lock down Rockstar's Sam and Dan Houser before their contract with T2 expires next February:

Once that contract expires in 2009, the Housers will hit the open market. Despite the high price their services will command (mostly in the form of extensive royalties), game publishers may well enter into a heated bidding war for the Houser brothers in the hopes of seizing the next Grand Theft Auto phenomenon.

If Electronic Arts wants the minds behind Grand Theft Auto, it's going to have to move quickly. To gain the upper hand, Electronic Arts may be forced to pull the trigger and raise its $25.74 per share bid to around $30 per share--a move most analysts believe essential if Electronic Arts is serious about the Take-Two acquisition. Control of Take-Two would grant EA the rights to the Grand Theft Auto series, which the Redwood City-based publisher could then use to sweeten negotiations with the Housers. Otherwise, there's nothing stopping the brothers from setting up a rival series at a new studio.

 

 

Gamer Class-action Suit Filed Against EA Over Madden Monopoly

June 11, 2008 -

A pair of gamers have filed a class-action lawsuit against Electronic Arts over its exclusive licensing deal with the NFL.

Madden owners Geoffrey Pecover of Washington, D.C. and Jeffrey Lawrence of California are the named plaintiffs in the class-action, which was filed in U.S. District Court in Northern California.

The suit, which essentially follows a line of reasoning laid out by GP, describes how EA, faced with competition from Take-Two's excellent NFL 2K5, reduced the price of Madden from $49.99 to $29.99 in order to stay competitive with NFL 2K5, which was aggressively priced at $19.99. From the lawsuit:

By signing the exclusive agreement with the NFL, Electronic Arts immediately killed off Take Two's NFL 2K5 software, the only competing interactive football product of comparable quality to its Madden franchise...

 

Once again without a competitor Electronic Arts raised its prices dramatically... nearly seventy percent to $49.95

The suit also notes EA's ongoing campaign to acquire Take-Two:

A successful takeover of Take-Two Interactive by Electronic Arts would remove one of the few companies with the ability  and expertise to compete in the market for interactive football software in the event that the Electronic Arts exclusive agreements were terminated or voided by a court.

Two law firms appear to be involved on the plaintiffs' side at this point: Hagens Berman Sobol Shapiro and The Paynter Law Firm. Both are experienced in class action suits.

Read the complaint here...

Via: Gamespot

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Pachter Analyzes Why T2 is Stonewalling the Feds on EA Deal

June 11, 2008 -

In our previous GamePolitics story we described how the Federal Trade Commission went to U.S. District Court in an attempt to force Grand Theft Auto IV publisher Take-Two Interactive to cooperate in an anti-trust investigation related to Electronic Arts' potential takeover of T2.

So, why would Take-Two thumb its nose in the government's face, even to the point of reneging on previously agreed-upon conditions?

We asked financial analyst Michael Pachter (left), who covers the video game sector for Wedbush-Morgan:

I think that the reasons range from A) being incredibly savvy and holding off the FTC as a tactic to slow the process to Z) being incredibly arrogant.

 

It's hard to know where Take-Two fits on the scale from A to Z.  Their general counsel is pretty experienced, and it surprised me that he would allow the company to deal with a subpoena this way.  The FTC's action of seeking a court order is pretty severe, and shows how seriously the FTC takes this slight.

 

I'm not sure what Take-Two hopes to gain from this, other than the obvious delay to the process.  However, the process won't be delayed if Take-Two's failure to comply with the subpoena results in the FTC granting approval without looking at these documents. There is NOT a presumption of anti-competitiveness, and if EA demonstrates that the combination would not be anti-competitive, Take-Two would be better served to provide evidence to the contrary if it wishes to remain independent.

 

It seems to me that they would be best served by cooperating fully with the FTC, and by pointing to records that show how competitive their business is with EA's business.  Apparently, they have reached a different conclusion.

 

 

UPDATE: So, what's to be gained by delaying? We put that question to Pachter as well:

I think it's always in their best interest to buy more time.  Management has an incremental 720,000 shares of restricted stock that vest if the takeover happens after March 31, 2009.  More time buys them a greater ability to prove the impact that they've had on the company, and they appear sincere in their belief that they have turned Take-Two around.  More time allows Activision to close its Vivendi deal and give Take-Two a look.  Ubisoft might be interested...

 

FTC Hauls Take-Two Into Court Over EA Takeover Bid (UPDATED with GP Exclusive Content)

June 11, 2008 -

Reuters is reporting that the Federal Trade Commission has initiated proceedings in U.S. District Court to compel Take-Two Interactive to respond to the FTC's subpoenas in relation to Electronic Arts' ongoing hostile takeover bid.

As GamePolitics reported last week, Electronic Arts placed its takeover on hold pending the FTC's review to determine whether an EA-T2 merger would violate federal antitrust laws.

GP is currently reviewing court documents. An affidavit by FTC attortney Reid Horwitz alleges that Take-Two reneged on agreements to provide documents requested by the FTC.

Horwitz also writes that the federal agency is particularly interested in the files of Take-Two CEO Ben Feder and Visual Concepts president Greg Thomas, along with several sales and marketing execs, one of whom was formerly the marketing VP for 2K Sports.

Given the government interest in 2K Sports and Thomas, whose studio creates most of T2's sports titles, it's clear that the FTC investigation is centered around a possible monopoly in sports games should the EA takeover occur.

While it may appear odd that T2 would balk at the FTC request, according to FTC attorney Horwitz, T2's position seems to be that it should not be burdened with providing the documents since it was EA that inititated the uninvited takeover attempt. T2 claimed to the FTC that it spent in excess of one million dollars in providing a limited amount of info to the agency.

Horwitz relates that, while T2 agreed to give up some of the requested employee files, it refused to provide files from CEO Ben Feder or Visual Concepts' Greg Thomas. When the FTC asked why, a Take-Two attorney replied:

These individuals were "creative types" who would leave the company rather than allow their files to be searched...

UPDATE: U.S. District Court Judge Henry Kennedy has apparently been persuaded by the government's position, and has ordered Take-Two into court on June 24th to show cause why he shouldn't rule in favor of the FTC.

UPDATE 2: A document filed by Take-Two with the Securities and Exchange Commission provides its comment on the FTC issue:

Prior to the issuance of the FTC’s subpoena and CID the Company has been cooperating fully with the FTC with regard to their review of EA’s Offer to acquire the Company. The Company has already provided enormous quantities of data and access to key executives, and has offered to provide the FTC staff with additional documents and information. Nevertheless, the Company believes the FTC’s subpoena
and CID are unnecessarily broad and would entail unacceptable additional expense to the Company. To limit the inordinate expense and labor that the FTC’s demand would entail, the Company has sought to obtain reasonable limits on the scope of the information sought. The Company will continue to cooperate actively and produce documents in response to the FTC’s previous requests, and will of course attempt to seek an acceptable resolution to this matter as quickly as possible.

 

19 comments

T2 Claims Other Offers But Analyst Says Management Failing to Deliver

June 7, 2008 -

As reported by Silicon Valley Insider, Take-Two Interactive execs claimed in a conference call this week that they have potential suitors other than EA. Forbes speculates that, if such suitors really exist, they might be Activision or Ubisoft.

GP: Personally, I wonder if it might make some sense for Sony to go after Take-Two. That would make the GTA series a permanent PS3 exclusive, supercharge system sales, and they could sell off the rest.

Meanwhile, GameSpot reports that Evan Wilson, financial analyst with Pacific Crest Securities, told investors that once you get past Rockstar, there's not much to like about T2:

Rockstar has supported this organization for too long and it is right to spend every dollar that it can get from Take-Two for keeping the business alive. Unfortunately, management appears to be doing the same thing without it being nearly as deserved.

 

At the same time as its cost structure is deteriorating, management is telling investors that it is the most efficient organization in the business. That simply is not true. Management talks about having a lean sales, marketing, and corporate infrastructure behind its development talent. We disagree with this as well.

Wilson also dinged Take-Two for missing release schedules and recommended that investors take EA's buyout offer before it disappears:

If it appears that virtually every major game has been delayed, you would be correct.

 

It is starting to appear that the company is back to where it started. After the success of Grand Theft Auto [IV], it will be looking at a bloated cost infrastructure relative to its revenue opportunity, which will likely be further muted by game delays and underperformance.

 

We believe that the risk of EA dropping its bid for [Take-Two] is greater than the reward of EA coming back with a modestly higher bid, and we continue to recommend that investors take profits. EA's $25.74 offer is more than fair, in our view.

 

19 comments

EA's Take-Two Takeover Bid on Hold Pending Government Review

June 5, 2008 -

According to Reuters, Electronic Arts has reached an agreement with the Federal Trade Commission to delay its attempt to acquire Take-Two Interactive while FTC investigators address regulatory [i.e. - monopoly] issues.

What might the FTC be looking into? Newsweek's N'Gai Croal covered this in great detail recently, including mention of my fears that consumers will suffer if EA is successful.

Cnet's Daniel Terdiman wrote yesterday "that [EA is] losing its credibility with each new extension." Frankly, however, I can't see Terdiman's point. Credibility is a non-issue here. The dollars - and government regulatory clearance - will ultimately dictate whether this deal gets done.

Meanwhile, on his Anti-Tust Commentary blog, attorney Matthew Wild offers some legal insight into the EA's strategy:

Under the agreement, EA must give the FTC 45 days’ notice of its intention to close.  Parties often grant the Antitrust Division and FTC more time to review their transactions with the hope of convincing the agencies not to challenge the merger or to allow them to negotiate a remedy.

The most important take-away here is that EA is obviously worried that the FTC may have some concerns about the deal. As a game consumer, it's reassuring to know that regulators are taking a good look at the proposed merger.

As I've pointed out before, EA's track record with the Madden franchise demonstrates that the game publisher is willing to lower prices when faced with serious competition. The Madden case also shows that EA will take agressive steps to eliminate its competition and, if successful, will raise prices in a non-competitive landscape.

12 comments

Report: Disgraced Former T2 CEO Sells Recent Startup Game Company

June 4, 2008 -

Fortune.com reports that Ryan Brant (left), who pleaded guilty to committing massive fraud during his tenure as CEO of Grand Theft Auto publisher Take-Two Interactive, has sold his newly-started game development company.

In late April Newsweek's N'Gai Croal broke the news that Brant was back in the gaming biz as part of GreenScreen Interactive, although not as a corporate officer. Brant is barred from holding office in a public company as part of his 2007 guilty plea on fraud charges.

Of the GreenScreen sale, Fortune reports:

Brant agreed to sell the videogame company he recently founded, GreenScreen Interactive Software, to a company called Mandalay Media, whose co-chairmen are Peter Guber - the Hollywood producer behind "Midnight Express" and "The Color Purple" - and CEO Bruce Stein, a former Mattel and Sony executive...

 

According to a regulatory filing, GreenScreen and Mandalay entered into merger talks after Mandalay pledged a $2 million bridge loan, collateralized by GreenScreen's corporate assets...

 

Not much is publicly known about GreenScreen - or Brant's role in the company... Nowhere does the company's Web site mention Brant... Brant may well have turned a corner in the way he does business, choosing a quiet life of video game development over fraud and self-dealing.

New York Post reporter Roddy Boyd, who has often written about Take-Two for the newspaper, penned the Fortune.com piece.

1 comment

Variety Compares EA/T2 Takeover Bid to Hillary Clinton Campaign... We Disagree

May 20, 2008 -

Much virtual ink has been spilled over Electronic Art's protracted campaign to acquire GTA IV publisher Take-Two Interactive. In the latest news - as GamePolitics reported yesterday - EA has extended its deadline until June 16th.

Variety's Ben Fritz, who pens The Cut Scene blog, yesterday compared EA's takeover bid to the seemingly doomed presidential campaign of Sen. Hillary Clinton:

EA staying in this race is a bit like Hillary Clinton staying in it -- only a complete implosion by the opposition could result in a victory.

Although GP is on record as opposing the EA-T2 merger on the grounds that game consumers will inevitably be screwed in the deal, we couldn't disagree more with Fritz's conclusion that EA's campaign is fruitless.

The deal will almost certainly get done, just not at EA's current $25.74 offering price. We note comments made to GamePolitics by Wedbush-Morgan analyst Michael Pachter earlier this month when EA secured a one billion line of credit:

[EA] need[s] to raise around $800 million to complete the [Take-Two] deal [at $25.74]. The extra $200 million is just a cushion, although I suppose it could be construed as how much higher they’re willing to go [for Take-Two]...
 

So, EA needs about 30-33 million shares to acquire a majority stake in T2 and has an extra $200 million to spend on any price increase. That's a potential $5-6 bump, depending upon the exact number of shares. When all is said and done, look for EA to own T2 for $27-28.

10 comments

Take-Two Disses EA's Latest Deadline Extension

May 19, 2008 -

Take-Two Interactive is urging stockholders to reject today's extension by EA of its deadline to tender T2 shares at the $25.74 offering price.

Of the extension, Take Two chairman Strauss Zelnick said:

This is the same highly conditional proposal that EA offered Take-Two stockholders on March 13, 2008, which our Board of Directors thoroughly reviewed and unanimously determined to be inadequate and contrary to the best interests of Take-Two’s stockholders. As such, the recommendation of our Board of Directors that stockholders not tender their shares to EA remains unchanged...

Take Two CEO Ben Feder added:

EA’s highly conditional offer fails to compensate our stockholders for our exceptional portfolio of intellectual property... In the last several weeks, our strategy and Take-Two’s value have been vividly demonstrated by... The record-breaking sales performance of Grand Theft Auto IV... We have also just announced an agreement with Universal Pictures to make BioShock, the universally acclaimed hit video game, into a feature film... EA’s proposal undervalues our Company.

GP: The operative phrase around T2 HQ seems to be "highly conditional..."

9 comments

BREAKING: EA Extends Take-Two Takeover Deadline

May 19, 2008 -

In a move that will surprise almost no one, Electronic Arts (ERTS) has just issued a press release announcing a 30-day extension of its May 16th deadline to purchase outstanding shares of acquisition target Take-Two Interactive (TTWO). The new deadline will expire at 11:59 p.m. on June 16th.

The most noteworthy point in EA's press release is that the offer price has not changed. There had been speculation that EA would sweeten the numbers, but that hasn't happened - at least, not yet. The announcement quotes Senior VP Owen Mahoney:

Extending our offer will allow the FTC review process to continue. EA's offer price remains unchanged at $25.74 per share and our offer is still subject to conditions that include regulatory approval. As stated earlier, we retain the right to terminate the offer if the conditions are not satisfied.

EA reports that, as of last Friday, it had acquired 6.2 million shares of T2. With about 77m shares of T2 outstanding, EA would need to acquire roughly another 33m shares to acquire a majority position.

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Michael ChandraI forget what it is exactly, but there already is another hashtag that some use, exactly to separate themselves from the abusive behaviour. So don't bother lying to me.09/19/2014 - 7:06am
quiknkold2 to 3 or more09/19/2014 - 6:53am
quiknkoldMichael Chandra : I'll say this. The only reason they havent used another hashtag is because it would look like a form of dividing the arguement. Using another Hashtag has come up, and they feel like if they made a new hashtag, it'll split the debate from09/19/2014 - 6:53am
Michael ChandraYou want a debate? Build a wall between you and the poisoned well. Make clear you despise it, despise the behaviour. Then get into the other issues you are troubled with, and don't say a single word again about the poisoned well.09/19/2014 - 3:46am
Michael ChandraAnd someone claiming #notyourshield was to be taken serious, when chatlogs show they wanted it going to hide even more harassment behind? Yeah, not buying a word you're saying. You poisoned your own well.09/19/2014 - 3:45am
Michael Chandraallegedly fired over giving a game a mediocre review and the company threatened to pull ads? Sorry but I ain't buying this.09/19/2014 - 3:45am
Michael ChandraBut people arguing this is horrible and just about ethics, even though there's very little support that journalistic integrity was actually violated here, while they never spoke up when a journalist was09/19/2014 - 3:43am
Michael ChandraIf people start with condemning the way GamersGate was used as a misdirection, then use a better hashtag, that would work in convincing me they mean it.09/19/2014 - 3:43am
Andrew EisenOoo, this one came down to the wire! https://www.kickstarter.com/projects/749082525/nefarious09/19/2014 - 1:03am
Andrew EisenI don't doubt that many are truly interested in journalistic integrity. The problem I'm often seeing is they seem to have no idea how or where to talk about it.09/18/2014 - 11:46pm
Andrew EisenDidn't word that well. Busy at work. I've seen people claim that GamerGate is solely about ethics and transparency in games journalism and then go on to show that what they're really after is silencing those who talk about gender issues in games.09/18/2014 - 11:45pm
Kronodebate. Becaus apparently people who only post on Reddit are supposed to police twitter before they're allowed to question anything about the people involved.09/18/2014 - 10:40pm
KronoI highly doubt many, if any are using journalistic integrity as a cover for harassment. The people harassing are essentially trolls. They aren't interested in subtle. More often it's othe other way around. People use "but X is being harassed" to shut down09/18/2014 - 10:38pm
Andrew EisenAnd exacerbating everything is the fact that all the cries of ethics violations have been obnoxious and easily proven false.09/18/2014 - 8:59pm
Andrew EisenProblem is, I would imagine, the sheer number of people who are using journalistic integrity as a cover for their harassing actions or only bringing it up on the false pretense of journalistic integrity.09/18/2014 - 8:47pm
Andrew EisenHaving said that, I can certainly see how one would be frustrated if they truly just wanted to talk about journalistic integrity and someone said they were one of the people harassing Sarkeesian, Quinn and others (though I've seen no examples of that).09/18/2014 - 8:44pm
KronoThat's been the common refrain, that talk of journalism ethics is just an excuse to harass people.09/18/2014 - 8:44pm
KronoLines like "like a partial compromise with the howling trolls who’ve latched onto ‘ethics’ as the latest flag in their onslaught against evolution and inclusion." are taring everyone questioning the ethics as a harasser.09/18/2014 - 8:43pm
Andrew EisenKrono - Except, none of the articles were talking about gamers complaining about journalist ethics, let alone called them white male misogynists. They were talking about the gamers who were harassing others.09/18/2014 - 8:36pm
Kronomakes plenty of sense. It's rather hard to dismiss someone as a white guy running a sock puppet when they've posted proof they're a woman, or black, or another minority.09/18/2014 - 8:32pm
 

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