Take-Two Interactive in talks to acquire Codemasters [Update]

Take-Two Interactive is in talks to acquire Codemasters in a potential £740 million sale (approx. $974.5 million), Codemasters confirmed.

The DIRT and F1 series developer said that, should Take-Two Interactive make its bid official, its board intends to unanimously recommend that shareholders accept the offer.

A further announcement will be made as and when appropriate, Codemasters said.

Take-Two Interactive is the parent company of 2K Games, Rockstar Games, and Private Division.

Thanks, VGC and Tom Howard.

Update 9:15 p.m.: Take-Two Interactive has issued a press release confirming its offer to possibly acquire Codemasters.

Take-Two Interactive Software, Inc. today confirmed an announcement made by the Board of Codemasters that the Company has made a proposal to acquire the entire issued share capital of UK-based game publisher and developer, Codemasters, at a price of 485 pence (*approximately $6.40) per share (the “Possible Offer”), comprising 120 pence (*approximately $1.58) per share in cash and 365 pence (*approximately $4.82) per share payable in Take-Two stock. The Possible Offer remains conditional on, among other things, the completion of confirmatory due diligence and the recommendation of the Board of Codemasters. Take-Two reserves the right to waive any of these requirements.

The Board of Codemasters confirmed that on October 14, 2020 to Take-Two and has confirmed today that, in the event that Take-Two announces a firm intention to make an offer pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”) on the terms set out above, it is the current intention of the Board of Codemasters to recommend unanimously that Codemasters’ shareholders accept the Possible Offer.

Take-Two believes that the combination of Take-Two and Codemasters would bring together two world-class interactive entertainment portfolios, with a highly complementary fit between Take-Two’s 2K publishing label and Codemasters in the racing genre. In addition, Take-Two believes that it can bring benefits to Codemasters’ performance by leveraging Take-Two’s global distribution network and 2K’s core operating expertise in publishing, including live operations, analytics, product development, and brand and performance marketing.

In accordance with Rule 2.6(a) of the Code, Take-Two is required, by not later than 12:00 p.m. ET on December 4, 2020, either to announce a firm intention to make an offer for Codemasters in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

There can be no certainty that any offer will be made.

While discussions are ongoing, there can be no certainty that a firm offer will be made for Codemasters by Take-Two. For the purposes of Rule 2.5 of the Code, Take-Two reserves the right to:

• Reduce the offer consideration by the amount of any dividend or other distribution or return of capital that is paid or becomes payable by Codemasters after the date of this announcement;
• Vary the form of consideration as set out above and/or introduce other forms of consideration, such as cash in substitution for all or part of the share consideration; and/or
• Make an offer at any time for less than 485 pence per Codemasters share: (i) with the agreement or recommendation of the Board of Codemasters; (ii) if a third party announces a firm intention to make an offer for Codemasters pursuant to Rule 2.7 of the Code, which at that date is valued at a price lower than 485 pence for each Codemasters share; or (iii) following the announcement by Codemasters of a whitewash transaction pursuant to the Code; and
• Implement the transaction through or together with a subsidiary of Take-Two or a company which will become a subsidiary of Take-Two.
  *US$ equivalent values are stated at an exchange rate £1:$1.32.