I just got off the phone with Electronic Arts CEO John Riccitiello who called to talk about the back-and-forth going on right now between Take-Two and EA over Riccitiello's multi-billion dollar offer for the company.

I also, coincidentally, received Take-Two's comments on the whole, now-public, affair while on the phone with Riccitello. While the two seem to match up on the basic facts, their final analysis don't.

"Basically, (Take-Two) said to us that they thought the offer was inadequate and the price wasn't right," Riccitiello said. "Pretty much the standard response you get from just about anyone in a case like this."

Take-Two's official line pretty much says the same thing, though with a bit more detail on why the $2 billion offer doesn't work for them.

"Electronic Arts' proposal provides insufficient value to our shareholders and comes at absolutely the wrong time given the crucial initiatives underway at the Company," said Strauss Zelnick, Executive Chairman of the Board of Take-Two. "Thanks to the extraordinary efforts of our creative and business teams, Take-Two has made enormous strides in the past 10 months toward our common goal of being the most creative, innovative and efficient company in our industry. We're extremely proud of our unique portfolio of game franchises, exceptional creative talent and loyal consumer following. Our Board believes that we will build greater value for our stakeholders by remaining relentlessly focused on our strategy and delivering on our mission of making the highest quality interactive entertainment.

"In addition to undervaluing key elements of our business, EA's proposal fails to recognize the value we are building through our ongoing turnaround efforts, which will further revitalize Take-Two. While we have made substantial progress already, the turnaround of our business which we initiated in June is not yet complete, and we believe its benefits have not been recognized in either our current stock price or in the value of EA's proposal.

"While the Board believes that entering into discussions with EA at this time is not in the best interests of shareholders, we had offered to enter into a good-faith dialogue with EA to determine if our companies can reach common ground on the appropriate value of Take-Two as a first step to realizing a mutually beneficially transaction. However, given the great importance of the Grand Theft Auto IV launch to the value of Take-Two, the Board has determined that the only prudent and responsible course for our Company and its stockholders is to defer these discussions until immediately after Grand Theft Auto IV is released. Therefore, we offered to initiate discussions with EA on April 30th, 2008 (the day after Grand Theft Auto IV is scheduled to release). We believe this offer demonstrated our commitment to pursuing all avenues to maximize stockholder value, while we believe that EA's refusal to entertain this path is evidence of their desire to acquire Take-Two at a significant discount, whereas we believe this value rightly belongs to our stockholders."

When I told Riccitiello about Take-Two's desire to forestall talks until after the GTA launch, perhaps because they want to see how one of their top titles will do before selling, he said that they did their best to hold off on their offer. In fact EA first approached the board in December, but decided to wait on starting serious talks to make sure the rumblings wouldn't create problems for the Rockstar team working to get the game wrapped up. But now, Riccitiello believes, the company is pretty much done and the time to talk is almost past.

"I initially brought the offer in December, but we waited until GTA development was complete," he said, pointing out that most analysts have already built forecasts for GTA sales into the company's stock value. "That's already baked into their estimates. The truth is the longer they wait the less valuable the (GTA) asset becomes we have less time to influence the holiday sales.

"We felt we got the timing right."

I asked Riccitiello about the perception some have, right or wrong, that Electronic Arts is a company that buys up successful franchises and then runs them into the ground but pumping out endless iterations of the same game. He was quick to point out the reorganization the company went through last year to try and place a greater emphasis on developers over the larger EA brand. The move, from what I heard from people at Bioware, Maxis and Pandemic, was definitely in the right direction.

Riccitiello, in fact, points to their new label model, one inspired by conversations he had with Rockstar's as proof that Take-Two and it's developers would find a happy home at EA.

"As a company, Take-Two is a company that has been faced with operations, financial and legal challenges," he said.

"We think that (the recent reorganization at EA) creates a super environment for the studio labels... We can give them access to the world's best distribution model."

News of this offer brings to mind, for me, rumors I heard earlier this week that a large company (I heard Microsoft, but it could just as easily be EA) was in fact courting some of Take-Two's largest shareholders in an effort to line-up a hostile take-over if an equitable purchase couldn't be arranged, a question that riled the folks at EA.

"We haven't taken anything off the table in terms of options," Riccitello said. "But we see ourselves, in many ways, as a White Knight. There is nothing friendlier than a 60 percent increase in their stock."

"Frankly you can write anything, but look at what we've done (with the labels model). People are flocking to that. I think we can be a good home for these developers."

Riccitello, incidentally, said he was in New York, where Take-Two is based, rather than EA's headquarters in Los Angles, this weekend. I asked if it was because he expected to be sitting down with Take-Two in the coming days and he declined to say. But did say it was a good place to handle the press attention in the coming week.

EA Makes Offer to Buy Take-Two [Kotaku]

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