Kotaku
This morning we reported on SEC filings (yes, there have been enough SEC filings to wallpaper my apartment this week) that revealed that Electronic Arts has amended its offer to purchase Take-Two. The previous offer expired today, but EA's back for round two, extending its deadline to May 16th. Although some analysts have speculated that EA would need to raise its offer in order to cinch this acquisition, the same SEC filing also shows that some change has actually been shaved off of the previous bid of $26 per share - the new bid is $25.74 per share.
Why, then, is the bid lower? Well, it's not because EA docked it. Last night, about an hour after Take-Two's annual meeting, the results of the vote that took place were announced, and as it turns out, Take-Two shareholders approved the extra cash and the 780,000 shares that the management team was seeking. The approval of that compensation package dilutes EA's offer - more stock equals less value per share - but many current shareholders were not allowed to vote last night. Only those who bought Take-Two stock prior to February 19th got a say - even if they don't own any stock anymore. In other words, Take-Two itself reduced the per-share value of EA's bid, even though the aggregate amount of the offer hasn't changed.
We'd heard some rumors out of Asia that this deal was already sealed behind the scenes, but when we spoke to Owen Mahoney, EA's senior VP of Corporate Development, he stated, "It's not in the bag." We also heard from Take-Two this morning that only 8.3 percent of total shares had been sold to EA.
Where does EA stand, then? Mahoney tells us the clock is ticking for this deal. Hit the jump for our full interview, plus comments from Strauss Zelnick on his side of things.
Yesterday it was announced that the Federal Trade Commission wanted to further investigate the deal to evaluate potential antitrust issues. Like Take-Two, Mahoney says EA is cooperating fully, and extended the deadline of its bid in order to allow plenty of time.
However, said Mahoney, "The thing for us is that further delays... could affect the value of our offer."
EA continues to believe that the longer this fight drags on, the less the deal will be worth. We asked Mahoney directly whether he'd increase the offer — while he declined to speculate on possible future decisions, he stressed, "I'd say that our offer... is very full and fair. We think it's a great opportunity for [Take-Two's] shareholders, for the employees, and for our shareholders. It was a huge premium on the unaffected price of the company."
After all, EA's got investors to answer to also, and must be careful about volunteering more money without good negotiation taking place first. "Our board expects us to be very price-disciplined," said Mahoney.
Analysts have told Kotaku that most investors already believe in the potential of GTA IV, and that their anticipation for a huge first week of sales is already reflected in the current share price, and EA agrees. However, what if the unexpected occurs, and Take-Two's stock does rise after the release of GTA IV? Said Mahoney, "I'd say that's a short-term event, if that does happen. All I can speak to is what we think is appropriate for our sholders. $26 is a very full and fair price and... we intend to be price-disciplined because [our] board has made that clear."
Moreover, EA says this offer isn't predicated on the value of one launch, or even one franchise. Said Mahoney, "We're talking about people... all of the thousands of developers all over the world who are creating great franchises, several wonderful studios and.. they've got some fantastic IP. But [GTA is] only one in a whole, broad range of wonderful assets."
Speaking of wonderful assets, we asked EA directly to respond to some of the gaming community's fears that EA might repeat some past mistakes and quash this studio talent, in the event that the takeover is successful.
"That was ten years ago," said Corporate Communications VP Jeff Brown. "Granted, since then, we've done Pandemic, BioWare, we've done DICE, Criterion and Mythic and I would encourage you to call those guys. They're pretty happy. If you want to go back to Westwood back in nineteen-ninety-frickin'-seven, then yeah. We blew it. The point is, we've done Maxis and we've just celebrated 100 million units sold of The Sims. Ask those guys if they're happy working for EA."
The bottom line, said both executives, is that it's the talent that's vital to them in any deal, and that ultimately when they invest in a studio, they invest more than just money. Added Mahoney, "When we're looking at companies, one of the things that really factors heavily into our thinking is the quality of management and the teams creating IP. We have to believe... they can run some larger portfolio than they're currently running."
As an example of the company's broader approach to acqusitions, he mentioned Patrick Söderlund, CEO of Battlefield series developer Digital Illusions before that studio was acquired by EA. "Since coming to EA, he's taken on a larger and larger portfolio, and we've invested many millions in the Battlefield franchise. We believe that... people who are the creative leaders and who are leaders of those studios... what we're looking for is people who are going to be doing larger things than they're currently doing. We feel strongly about those people, we felt strongly about them when we approached them to acquire them and our objective is to invest behind them and make them bigger than before we bought them."
So what about the Take-Two deal? We asked EA what they were ready to do next. Though Mahoney could not comment on future plans, he stressed, "One of the things we're here for is we feel these are some of the best studios in the world."
So will the company keep going for Take-Two and try to get this deal done? Yes, says Mahoney — but with a caveat. "Any delay that we get, whether that's from regulatory or management [issues], is going to affect the value in the certainty of our offer."
This morning, just after Electronic Arts extended its deadline for its bid to acquire Take-Two, Take-Two confirmed just how many of its shareholders had sold to EA. 6,432,787 shares total were tendered, which may sound like a big number, but it's only 8.3 percent of the total of outstanding shares.
Said Board chairman Strauss Zelnick in a public statement, "The minuscule number of shares tendered, as well as the strong vote in favor of the proposals presented at our annual meeting, offer indisputable evidence that our stockholders regard our efforts to enhance Take-Two's stockholder value as superior to the EA offer."
Zelnick reiterated the same statements he made during the annual meeting, that EA's proposal undervalues Take-Two, adding, "It undervalued the company at $26 per share, and it certainly undervalues Take-Two at $25.74." He again urged shareholders not to tender shares to EA, and promised the company is exploring all of its options to maximize shareholder value, including either remaining independent or considering purchase by another third-party.
Finally, he stressed once more that he would enter discussions with interested parties — including EA — after April 30th and the launch of GTA IV. Concluded Zelnick, "The Board continues to believe that we will be best positioned, from the perspective of both value and timing, to move forward at that time. We are confident in the significant growth potential of Take-Two and in the unique value of our business given our strong position in this dynamic industry."
Comments
"You killed Take-Two!"
"You Bastards!"
EA is not going to back away- their hollow threats haven't gotten anything done yet and I don't think they will work in the long-run either.
GTA IV will be a truly epic entertainment phenomenon and I'm not 100% sure the stock price really reflects the impact it will have. I think analysts are underestimating the power of this franchise.
Nineteen SIXTY Seven?
He has a point...EA is still paying for the sins that in gaming terms was 2 generations ago.
The only thing this would effectively kill is the 2K Sports brand leaving us with a monopoly in most sporting games which would suck.
I like the point the guy makes, that the success of GTA 4 is, to some extent, already assumed and built into Take Two's current stock value. It makes EA's efforts seem to be more for the entire company and its works, instead of some short-term investment just to reap the profits of one game.
Cue final jeopardy theme song.
I'm sorry, your answer was not in the form of a question. The correct response is "How can anyone stop EA from buying the known universe."
Lets see what you wagered...
26 dollars a share. That's going to cost you I'm afraid.
I also wonder if this has anything with the lawsuit by the shareholders.
Dont sell take two !!!!! dont do it !!!!!!!!!!!1
Maybe they havent completely killed any studios lately, but tell me this. When was the last EA game that any of you have played that hasnt been completely half assed and rushed? I cant think of one
This is my fear for GTA and bioshock if EA takes over. They are more worried about the bottom line than making quality games.
You haven't asked one of the killer questions yet: Are you doing it kill of the 2K franchise?
Why can't EA just leave Take-Two alone? Christ.. They're as bad as Wal-Mart; if there is competition out there, they swoop in and stomp it out of existence (or assimilate it, in EA's case).
I do hope they're busted for their anti-competition practices. [insert rage-induced cranial explosion]
@Inhocmark: but wouldnt it also allow the 2K sports brand to prosper on within EA's own IP's? i think by integrating the ideas and concepts of @K football in to madden would give everyone what they are looking for. a best of both worlds approach so to say.
@UnderABox: The Orange Box.
pwned, thank you.
I don't agree with the downplaying of GTAIV sales and the impact they will have on Take-Two stock value. After the Hot Coffee debacle the shares took a major hit. Nintendos shares skyrocketed after the Wii proved to be a sure fire money maker.
Sure Take-Two has other things besides Rockstar and the GTA franchise, but none of them make the money it does or has the brand name recognition it has. Take-Two has taken so many hits in the past few years that it has been lucky to hang on this long. The magic number for Take-Two is 4292008. If they can keep the EA hounds at bay until May 1st, they just might be able to stave off this take over.
I just hope that Visual Concepts can find a place at either Sony or MS to continue making football games.
@mescalineeyes: I'm sorry, I think you meant Valve so you better retract the "pwned" you gave him. EA didn't make The Orange Box, Valve did, it's their games that they made.
EA should pull their offer the day GTA IV releases, then we would see what their stock would be like.
I think people forget this isnt just about GTA. EA would also be gaining the Bioshock game franchise, and 2k sports titles. Which means they can have the exclusive rights to the NFL, NBA, and MLB.
I think people also do not realize that game retailers have already put in orders for GTA games. They know how many millions to ship on for day 1. The number of copies sold at registers and money that goes to retailers, is not the same as the number of copies that leave Rockstar and the money that Gamestop, BestBuy, and Target pay for them. Rockstar probaly already is expecting to ship 10 million for launch. The execs are expecting this demand to continue on. Thats why they say the price is not enough, becasue of the unknown amount of copies that will continue to be ordered well after aunch.
Deals like this are about the long term future. If EA buys Take Two, they would still own the company after the GTA explosion hits. And more games will come out from all the studios acquired. So its not all about GTA. Plus the big wigs at the job will probably lose their jobs. While the studios would remain intact. The corporate leadership at the top could take some hits, and they could kiss their big paychecks, bonuses, and stock options good bye.
EA wants to profit from the 10 million+ sales of GTA and take over the 2K series. Yes 2K sports are small but EA wants to take out all competition from their vision.
Adult content gaming such as GTA may be the main focus but it is also a bonus to take over the 2K franchise. Not too much for football but for basketball.
Long time Live fans have already switched over to NBA 2K8 and seeing EA with less and less creativity every year. Madden is really the only sports title that makes EA money every year. Is it because the game is well-made, or is it because they not own the license and fans are forced to play the game?
NFL2K was on the edge of knocking out Madden, everyone knows that but EA fearful of growth and maturity used their money to hold their place instead of pushing the limit of gaming to the next level.
So the point I am trying to make is if EA takes out the 2K franchise and you become the only company making sports titles (Football, Basketball, Hockey, and Baseball(not including The Show))
Once they have that sports market they can produce anything they desire and fans who love sports (which is a lot) will have to purchase the game. Competition is good for the market. It keeps you on your toes and creative. EA has lack of innovation and is using its money and muscle to try and take those who have what they desire.
Even if the full value of GTA4 wasn't priced into the stock it was somewhere close. That stock jumped almost $10/share from about 17 - 26/share OVERNIGHT after EA offered the deal. Add to that that most analysts believed GTA4 would be the best selling game of 08, and it's hard to believe that GTA4 alone could loft the stock 50% to meet the price EA is offering. I understand the hatred people have of EA, but it was a good offer.
"Well, shit. They didn't flatten beneath our Almighty Boot by April 11th like we expected. Guess there's no other alternative than to ADD ANOTHER MONTH to the offer! And if that doesn't work? We'll just! Keep! Adding!"
As an EA stock holder, I believe EA offered well over market value for Take Two and made a very reasonable offer.
I also support the lowering of the offer based on the self-enriching move by the abhorrent Take Two management team who have proven themselves time and time again to be bungling dishonest idiot children.
The best thing to happen to any developer under Take Two is to get out from under that management team and EA is as good of an opportunity as any.
@ScottG13: Good thing you're not biased!
"That was ten years ago," said Corporate Communications VP Jeff Brown. "Granted, since then, we've done Pandemic, BioWare, we've done DICE, Criterion and Mythic and I would encourage you to call those guys. They're pretty happy. If you want to go back to Westwood back in nineteen-ninety-frickin'-seven, then yeah. We blew it. The point is, we've done Maxis and we've just celebrated 100 million units sold of The Sims. Ask those guys if they're happy working for EA."
This pisses me off. WHERE is the follow-up question to this about how the 2K Sports team will feel after this acquisition if it occurs? Talk about setting it up perfectly, and the question just doesn't follow. Brutal.
EA. Go to Jail. Do not pass go. Do not collect $200.
But we all know they'll win monopoly, again.
@ScottG13: Gee, good thing you don't have some kind of vested interest in the outcome of this whole thing that would influence your opinions of it.
@Communist_Gamer: Haha, made me chuckle.
There's no 'art' in Electronic S
The stock market is ultimately controlled by the foibles and insecurities of illogical humans. Yes Take-Two's stock price will go up further with the release of GTA4. EA's offer screwed them in that it set the baseline in the mid 20's instead of allowing the stock to rise from ~10.
That's what happens when you try to poach another company's product in the last 5% of the pre-release cycle, you fucks.
@coalhalo:
Most analysts have already said that GTA4 will sell a bajillion copies in its first week. Especially after how well GTA Vice/San Andreas did, there's no doubt in the savvy investors' minds that the game will easily sell millions. This is most likely already reflected in the stock price.
Depending on the number that the investors are thinking of in terms of the number of copies sold, when the game is released later this month that number will determine where the stock is going to go. As an example (stressing the example part here) say investors with a majority of the stock think that the game will move 6-7 million copies the first week. The game comes out and sells 8-9 million copies, the stock will probably jump a few dollars. If the games sells only 4-5 million copies, the stock will probably fall a few dollars. Now, the interesting part is if the game sells exactly in (or very close to) the 6-7 million copy range. This is where you have to take the company's recent and expected future financial gains/losses into perspective.
It is hard to say what will happen for sure, but when executives come out and say that revenues will be up/down x%, we'll move x number of units, etc for the quarter, number of quarters, or fiscal year if their estimated figures are in line with the the actual events the stocks can move up, stay the same, or even go down. There are so many other variables to take into account when the estimates are in line with the actual. Of course, if you don't have stock (like me) all you can do is speculate and wait and see what the outcome is.
I'm not sure why the Take Two stock holders are so confused here.
Look at EA's franchises. None of them are heading in the right direction.
Look at Take-Two's franchises. Ok, beyond GTA, which is the biggest franchise in gaming, they have BioShock, Sid Meier's games, Max Payne, 2K Sports .. and others. All of these franchises are growing.
The thing that boggles my mind is that in 5 years, Take Two could easily be bigger than EA. Don't the shareholders realize this?
@PaulMorel:
I wouldn't go as far as saying bigger. Madden and Live has made EA more money than you can count. Not to mention anything with the name Sim that has sold like crazy. EA has done a lot. But their creative juices are done.
8.3%, capping off at 8.4% a month from now.
@PaulMorel:
Since I'm bored and haven't been to [www.sec.gov] in awhile.
T2 past five fiscal years (ending Oct 31st, in thousands of dollars)
Income statements (net income): 2003; $88,672 profit, 2004; $62,119 profit, 2005; $35,314 profit, 2006; $184,889 loss, 2007; $138,406 loss
Balance sheets (total assets): 2003; $711,713, 2004; $950,163, 2005; $935,220, 2006; $868,806, 2007; $831,143
EA past five fiscal years (ending Mar 31st, in millions of dollars), EA has yet to file its most current fiscal year data (Apr 1 2007 to Mar 31 2008)
Income statements (net income): 2003; $317, 2004; $577, 2005; $504, 2006; $236, 2007; $76
Balance sheets (total assets): 2003; $2,429, 2004; $3,464, 2005; $4,370, 2006; $4,386, 2007; $5,146
Just looking at the dollar terms in which each company reports, you can see that EA is HUEG compared to T2. Both companies saw huge drops in net income the past two reported fiscal years. EA has kept about the same ratio of liabilities to stockholder's equity over this five year span, while T2 has seen the gap between money gained from liabilities and stockholder's equity shrink (with liabilities going from 350k less than equity to almost only 110k less than equity). There's a whole hell of a lot more to these if you want to read the nice and dry SEC filings at the EDGAR site.
Anyway, to answer your statement, no, T2 will most likely NOT be bigger than EA in 5 years.
@SpishackCola:
Bleh, those net incomes for EA are all profits. Forgot to write those in as I got pulled away for a few minutes.
@mva5580: I agree - I'd love to hear how the development teams feel about potentially working for EA. I'd love to know what Rockstar North think about the prospect of having to move to Guildford to work at EAUK. Unlikely to happen though since staff always sign non-disclosure agreements so they can't talk about such things.
"Ask those guys if they're happy working for EA." - I know people who worked at Criterion. A load of the 'talent' who made the early Burnout games and Black have left the company post EA and I'm hearing of more people leaving all the time. I wouldn't call that a sign that "they're happy working for EA".
The EA PR department though are keen for people (especially staff at Take Two) to think it's all great working for EA these days. So they happily push out a load of fluff PR pieces to the media such as "EA says survey results point to improved morale" ( [kotaku.com]) while keeping quiet about the fact that they laid off a load of Criterion/EAUK staff last December.
If (when) EA do buy up Take Two I foresee a lot of the 'talent' looking for new work. EA won't let that bother them though as long as they get what they want which is Take Two and their IP. It's all just business to them and, despite what they say about "it's the talent that's vital to them in any deal" the sad truth is that the important people are the suits at the top and the shareholders - anyone else is replaceable.
This is nuts. Whoever sold those 8.3% of shares is nuts.
And guess what Take Two shares closed at today?
Yahoo Finance says $26.11 ([uk.finance.yahoo.com]), meaning EA's offer is now a loss for anyone looking to sell.
And as GTA4's release approaches that price will continue to rise.
Go away EA. I hate you and I hope you all get something really bad...like permanent chicken pox or something.
@Dajmin: get with the program. if ea drops the offer, take two's stock goes down nearly $10. the price of the stock before the offer was already dependent upon the release of gta4. everyone already knew that gta4 would be big, possibly biggest this year, so dont you think the price of the stock before the offer reflected this?
As much as I'd like to see Take Two remain independent of the EA monster, Zelnick comes off more and more like someone who is just looking to profit as much as he can from the situation.
A bet:
If EA buys Take Two, we will see EA gain large profits from GTA IV then we gamers will get 5+ years of mediocre future games from the exact same developers due to lack of creative control.
Any takers?
@sitsalot:
I imagine the offer will affect the value, but since the offer has been on the table for a few weeks and the price is only starting to pick up now that the deadline has come (and will be gone soon).
But the fact that GTA4 is absolutely guaranteed to be a raging success and sell millions of copies will be driving the price up just as much, if not more.
Irrelevant of what's driving it up now, the value is now higher than EA offered so they would be stupid to continue selling :)
You guys bitch alot about EA, but obviously some of you here continue to buy their games. You guys are insane by continuing to purchuse ea games
I don't understand why everyone thinks EA's not innovative with their sports titles. This year they've introduced Endzone Hotspots into Madden. Depending on where you score, you can do certain celebrations! Isn't that great?!
Shoot me in the freakin head.
@cudthecrud: That's one of the things that leaves a bad taste in my mouth out of the whole deal. Zelnick seems like he's just in it for himself, and not the shareholders of T2 at all. I'm surprised most of Kotaku's commenters seem to be focused on the general "EA IS BAD" and less on "Wow, Zelnick is kind of a dick."
@axiomatic: I actually thought Rock Band was a step up for Harmonix with the polish on the game. EA didn't seem to hinder that much. Honestly, EA isn't evil; if you read the comments from both companies, you'll see that EA is just trying to be the good citizen here and distribute more copies and give out larger funds for games in development.
@Trancer: EA is only Rock Band's publisher, though. MTV owns Harmonix.
@m3lkor: but wouldnt it also allow the 2K sports brand to prosper on within EA's own IP's? i think by integrating the ideas and concepts of @K football in to madden would give everyone what they are looking for. a best of both worlds approach so to say. *end quote*
In a perfect world yes it would allow EA to integrate some solid 2K Sports ideas into their games, but I still have a feeling the clash of cultures would effectively destroy any chance of co-operation. I mean where's the incentive for EA to tamper with Madden?
As a gamer I'd like to see a lot of what 2K does well put into the EA franchises but if I'm a CEO of a company, why fix products that sell well and contribute healthily to my bottom line.
Zelnick is completely in it for himself. He is a dick. He's just trying to maximize his $$ doesn't care about the shareholders, the employees, the IP.
The shareholders should decide for themselves and ignore him.
Well thank god EA was only able to get their hands on 8.3% of the stock. It's great to know that 91.7% of stock holders gave EA the finger and told them to more or less fuck off. EA poisons just about everything they get their hands on, They fill their games with adds, watter down the content to get a kid friendly rating, and they don't even care enough about the people who buy their games to give them more than a four page instruction booklet that's black and white.
@Evil Tortie's Mom: "The shareholders should decide for themselves and ignore him."
The shareholders hate EA just as much as the rest of the gaming community. Nobody at Take Two wants to work for that Nazi company. Well maybe 8.3% doesn't care if EA has their dick up their ass but the rest don't look like they're going to be fooled by EA's lies.
I know most of the comments here address games and "crappy releases" etc. that don't really have a lot to do with the financial implications of this article, but PLEASE continue covering this really huge story. Analysts projected in December that EA stock stood to be one of the nation's best stocks this year in terms of growth, so I was already planning on investing in it, but your coverage of this story - Kotaku's coverage, specifically - has moved my investment to the top of my list of things to do. I'm pretty much poised and committed to drop about a grand on EA stock this Monday, as soon as the market opens. Thank you so much for keeping on top of this story, everyone!!!