Filed by Zynga 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 25, 2022:
ZNGA Completion of Go-Shop Period Release
Zynga Inc. Announces Completion of
Go-Shop Period
Continues to Expect
Take-Two Interactive Software Transaction to Close in First Quarter of Take-Twos
Fiscal Year 2023, ending June 30, 2022
San Francisco, CA February 25, 2022 Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive entertainment, today
announced the completion of the go-shop period under the previously announced merger agreement (the Agreement) with Take-Two Interactive Software
(NASDAQ: TTWO) (Take Two). Zynga is now subject to no-shop provisions under the Agreement that limit its and its representatives ability to solicit alternative acquisition
proposals, subject to customary fiduciary out provisions. Zynga also announced today the expiration of the antitrust waiting period under Hart-Scott-Rodino in connection with the pending acquisition.
Zyngas Board of Directors continues to believe that the transaction with Take-Two is in the best
interests of Zynga and its stockholders, and recommends that Zyngas stockholders approve and adopt the Agreement.
Zynga continues
to expect the pending acquisition to be completed during the first quarter of Take-Twos Fiscal Year 2023, ending June 30, 2022, subject to satisfaction of customary closing conditions, including
applicable stockholder and regulatory approvals.
About Zynga Inc.
Zynga is a global leader in interactive entertainment with a mission to connect the world through games. With massive global reach in more
than 175 countries and regions, Zynga has a diverse portfolio of popular game franchises that have been downloaded more than four billion times on mobile 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. With Chartboost, a leading mobile
advertising and monetization platform, Zynga is an industry-leading next-generation platform with the ability to optimize programmatic advertising and yields at scale. Founded in 2007, Zynga is headquartered in California with locations in North
America, Europe and Asia. For more information, visit www.zynga.com or follow Zynga on Twitter, Instagram, Facebook or the Zynga blog.