Cautionary Note: Forward-Looking Statements
Statements contained herein which are not historical facts may be
considered forward-looking statements under federal securities laws
and may be identified by words such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “potential,”
“predicts,” “projects,” “seeks,” “should,” “will,” or words of
similar meaning and include, but are not limited to, statements
regarding the proposed business combination of Take-Two and Zynga and the outlook for
Take-Two’s or Zynga’s
future business and financial performance. Such forward-looking
statements are based on the current beliefs of Take-Two’s and Zynga’s respective
management as well as assumptions made by and information currently
available to them, which are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict.
Actual outcomes and results may vary materially from these
forward-looking statements based on a variety of risks and
uncertainties including: the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; the inability to obtain Take-Two’s or Zynga’s respective
stockholder approval or the failure to satisfy other conditions to
completion of the proposed combination, including receipt of
regulatory approvals, on a timely basis or at all; risks that the
proposed combination disrupts each company’s current plans and
operations; the diversion of the attention of the respective
management teams of Take-Two and Zynga from their
respective ongoing business operations; the ability of either
Take-Two, Zynga or the
combined company to retain key personnel; the ability to realize
the benefits of the proposed combination, including net bookings
opportunities and cost synergies; the ability to successfully
integrate Zynga’s business with Take-Two’s business or to integrate the
businesses within the anticipated timeframe; the outcome of any
legal proceedings that may be instituted against Take-Two, Zynga or others following
announcement of the proposed combination; the amount of the costs,
fees, expenses and charges related to the proposed combination; the
uncertainty of the impact of the COVID-19 pandemic and measures taken in
response thereto; the effect of economic, market or business
conditions, including competition, consumer demand and the
discretionary spending patterns of customers, or changes in such
conditions, have on Take-Two’s, Zynga’s and the combined
company’s operations, revenue, cash flow, operating expenses,
employee hiring and retention, relationships with business
partners, the development, launch or monetization of games and
other products, and customer engagement, retention and growth; the
risks of conducting Take-Two’s and Zynga’s business
internationally; the impact of changes in interest rates by the
Federal Reserve and other central banks; the impact of potential
inflation, volatility in foreign currency exchange rates and supply
chain disruptions; the ability to maintain acceptable pricing
levels and monetization rates for Take-Two’s and Zynga’s games; and risks
relating to the market value of Take-Two’s common stock to be issued in
the proposed combination. Other important factors and information
are contained in Take-Two’s
and Zynga’s most recent Annual Reports on Form 10-K, including the risks summarized in
the section entitled “Risk Factors,” Take-Two’s and Zynga’s most recent
Quarterly Reports on Form 10-Q, and each company’s other periodic
filings with the SEC, which can be accessed at www.take2games.com
in the case of Take-Two, http://investor.zynga.com in the case of
Zynga, or www.sec.gov. All forward-looking statements are qualified
by these cautionary statements and apply only as of the date they
are made. Neither Take-Two
nor Zynga undertakes any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Additional Information About the Proposed Acquisition
and Where to Find It This communication relates to a proposed
business combination of Take-Two and Zynga that will become the
subject of a registration statement on Form S-4 to be filed by Take-Two with the U.S. Securities and
Exchange Commission (the “SEC”), which will include a joint proxy
statement/prospectus. The registration statement on Form
S-4, including the joint
proxy statement/prospectus, will provide full details of the
proposed combination and the attendant benefits and risks. This
communication is not a substitute for the registration statement on
Form S-4, including the
joint proxy statement/prospectus, or any other document that
Take-Two or Zynga may file
with the SEC or send to their respective stockholders in connection
with the proposed combination. Investors and security holders are
urged to read the registration statement on Form S-4, including the definitive joint
proxy statement/prospectus, and all other relevant documents filed
with the SEC or sent to Take-Two’s or Zynga’s stockholders as
they become available because they will contain important
information about the proposed combination. All documents, when
filed, will be available free of charge at the SEC’s website
(www.sec.gov). You may also obtain these documents by contacting
Take-Two’s Investor
Relations department at contact@take2games.com; or by contacting
Zynga’s Investor Relations department at investors@zynga.com. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Participants in the Solicitation Take-Two,
Zynga and their respective directors and executive officers may be
deemed to be participants in any solicitation of proxies in
connection with the proposed business combination. Information
about Take-Two’s directors
and executive officers is available in Take-Two’s proxy statement
dated July 27, 2021 for its 2021 Annual Meeting of Stockholders.
Information about Zynga’s directors and executive officers is
available in Zynga’s proxy statement dated April 5, 2021 for
its 2021 Annual Meeting of Stockholders. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the registration
statement on Form S-4,
including the joint proxy statement/prospectus, and all other
relevant materials to be filed with the SEC regarding the proposed
combination when they become available. Investors should read the
registration statement on Form S-4, including the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. 2