Item 1.01 |
Entry into a Material Definitive Agreement |
Amendment to Merger Agreement
As previously
disclosed, on January 9, 2022, Zynga Inc. (Zynga) entered into an Agreement and Plan of Merger (the Merger Agreement) with Take-Two Interactive Software, Inc. (Take-Two), Zebra MS I, Inc., a direct wholly owned subsidiary of Take-Two (Merger Sub 1), and Zebra MS II, Inc., a direct wholly owned
subsidiary of Take-Two (Merger Sub 2) (the Merger Agreement).
On March 10,
2022, the parties to the Merger Agreement executed the First Amendment to the Merger Agreement (the Amendment) to update the list of requisite non-U.S. antitrust approvals that are conditions to
the obligation of Take-Two and Zynga to complete the transactions contemplated by the Merger Agreement to consist of the approval of the applicable antitrust regulatory authority in Turkey, Germany, Austria
and the United Kingdom (if the UK Competition and Markets Authority decides to open an investigation).
The foregoing description of the Amendment, is
subject to, and qualified in its entirety by, the Amendment which will be filed by Zynga with the U.S. Securities and Exchange Commission.
Additional Information and Where to Find It
This
communication relates to a proposed business combination of Take-Two and Zynga. In connection with the proposed business combination Take-Two filed a registration
statement on Form S-4 with the U.S. Securities and Exchange Commission (the SEC), that includes a joint proxy statement/prospectus. The registration statement on Form
S-4, including the joint proxy statement/prospectus, provides details of the proposed combination and the attendant benefits and risks. The definitive joint proxy statement/prospectus (when available) and will
be delivered to Take-Twos and Zyngas respective stockholders. 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-Twos or Zyngas 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 SECs website (www.sec.gov). You may also obtain these documents by contacting Take-Twos Investor Relations department at contact@take2games.com; or by contacting Zyngas
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-Twos directors and executive officers is available in Take-Twos proxy statement dated July 27, 2021 for its 2021 Annual Meeting of Stockholders.
Information about Zyngas directors and executive officers is available in Zyngas 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, is 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. Investors should read the registration statement on Form S-4, including the definitive joint proxy statement/prospectus
(when available) carefully before making any voting or investment decisions.