Filed by Take-Two Interactive Software, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Zynga Inc.
Commission File No.: 001-35375
The following
communication was first made available on January 10, 2022 to employees of Take-Two Interactive Software, Inc.
Team,
Today marks an exciting and transformative moment for Take-Two as we continue to build the most innovative, the most
creative, and the most efficient entertainment company in the world. This morning, we announced our strategic combination with Zynga for $12.7 billion in stock and cash, strengthening our position as one of the largest publicly-traded
interactive entertainment companies in the world, and making us a leading developer and publisher of mobile games, the fastest growing segment of our industry.
To date, much of our growth and success has been through organic investment in our renowned labels: Rockstar Games, 2K, and Private Division. We have also
made strategic investments to enhance our labels internal development capabilities, broaden our offerings, and build our presence in mobile, including acquisitions of Social Point, PlayDots, and Nordeus, which now operate together as T2 Mobile
Games. As a result, we now have the largest, most exciting, and most diverse pipeline in our Companys history.
Building upon this success, we
believe there is a meaningful opportunity to create even more value for our players, our colleagues and our stockholders by expanding our enterprise. Our combination with Zynga will create an exciting and diverse portfolio of industry-leading titles
that are developed by some of the most creative and forward-thinking talent within the industry. With the ability to share best practices across our enterprise, we expect to benefit from substantial development and publishing synergies, unlock
significant new revenue streams and reach new audiences around the world. We believe combining our highly complementary businesses and operating at a much larger scale will enable us to deliver significant value to our respective stockholders,
including an expected $100 million of annual cost synergies by the end of the second year post-closing and expected annual Net Bookings opportunities of at least $500 million over time. Upon the completion of this transaction, our current
leadership team will continue to manage Take-Two going forward, and our new Zynga division will be led by Zyngas CEO, Frank Gibeau, and President of Publishing, Bernard Kim, will continue to lead Zynga
as its own label within the Company.
Zyngas established track record of strong operational execution and firm commitment to innovation has enabled
the company to become a highly successful, top-5 global leader in mobile interactive entertainment. The Zynga approach fits extraordinarily well with how we run our business. Their mass-market, diversified
offerings are available in more than 175 countries, and engage 183 million monthly average users across their network. Zynga is home to numerous innovative game development studios, consisting of over 2,200 of our industrys top creative
talent in free-to-play mobile games. In addition, Zynga controls some of the most popular and top-performing franchises,
including CSR Racing, Empires & Puzzles, FarmVille, Golf Rival, Hair Challenge, Harry
Potter: Puzzles & Spells, High Heels!, Merge Dragons!, Merge Magic!, Toon Blast, Toy
Blast, Words With Friends and Zynga
Poker. Moreover, Zyngas live operations set the industry standard with best-in-class user
acquisition and monetization capabilities, which are enhanced by their advertising platform enabled by Chartboost.
Culturally, Zynga shares our vision
and commitment to a global corporate culture based upon respect, collaboration, honesty, integrity, and kindness values which we all know are key to our own success.
The attached press release includes details of the transaction. We also will be hosting a conference call with Zynga today at 8:00 a.m. ET that you can join
at https://ir.take2games.com/. An archived version of the webcast will be available following the call at the same location.
I am immensely
grateful to all of you for helping bring us to this exciting new chapter in our history. I look forward to welcoming Frank and everyone at Zynga into the Take-Two family over the coming months
Strauss