Take-Two reiterates EA rejection at annual meeting

Executives of Grand Theft Auto publisher tell shareholders they will not yield to EA's $2 billion takeover bid--but take only two questions.

A month and a half ago, Electronic Arts stunned the game industry by announcing an unsolicited $2 billion takeover bid for Take-Two Interactive. The offer was a whopping 64 percent premium over Take-Two's closing stock price the prior day, and was regarded by analysts as being too generous for shareholders to turn down.

However, the board of the Grand Theft Auto publisher didn't feel the same way. On March 26, company directors--led by Chairman Strauss Zelnick and CEO Ben Feder--urged holders of Take-Two stock to reject EA's "inadequate" offer, which had turned hostile. EA then relented, giving its takeover target until 11:59 p.m. EDT on Friday, April 18--the day after Take-Two's annual shareholders meeting.

The day before said summit--which began this evening at 6:34 p.m. in New York City--Take-Two announced that its self-imposed April 15 deadline for shareholders to nominate opposing candidates for the company's board of directors or propose other new business had passed without incident. It then went on to say in a statement that "there will be no voting or decisions made at the annual meeting regarding EA's offer. However, we will be giving a brief presentation at the meeting on the reasons our Board rejected EA's offer."

Despite Take-Two's downplaying of the event, many believed that today's meeting would be the scene of high drama. The publisher's share price has been hovering around EA's $26-per-share offer price. If EA withdrew the offer and the price dropped, the board could become the victim of a stockholder coup much like the one that installed it last year. However, with analysts predicting that the April 29 launch of Grand Theft Auto IV will break entertainment-industry records, Take-Two could soon see its stock rise above current levels.

After a brief clip showing off the company's games, the meeting began with a rundown of the prior year's achievements by Feder. After noting successes such as BioShock being "the highest-rated 360 game of all time," the CEO almost nonchalantly announced that GTAIV has gone gold, and was "in production and in trucks en route to retailers." While largely assumed, the move confirms that the game would not be delayed even in the event of an EA acquisition, as some analysts theorized.

Then, it was onto a strongly worded warning to those present to abide by the rules of the meeting, and that only "stockholders of record" could present at the meeting. He then issued a stern warning that no one was to address EA's offer until the board had made their case at the very end of the presentation on why the bid was rejected.

After confirmation that enough stockholders were present for a quorum, several minutes of dull procedural proceedings ensued. Votes were cast to elect a board that would sit until the next stockholders meeting in 2009. Results of the vote were not announced at the meeting.

Finally, Chairman Strauss Zelnick took the stage to "highlight the value of the company" and explain why EA's offer was "the wrong price at the wrong time." He said Take-Two offered to meet with EA after the launch of GTAIV, which prompted EA to go hostile. He said the board's subsequent rejection was because "nothing in their conditional offer had changed."

"We're in the position of generated shareholder value in a sector at the fastest-growing segment of the entertainment industry," elucidated Zelnick. "EA's offer came at a highly opportunistic time, as it comes right before the launch of the next installment in the most successful franchise in this entire industry. We've received several advance reviews, and with one exception, they are all perfect scores. My mom couldn't write a bad review about this game."

Zelnick also said that EA's offer didn't take into account the rest of Take-Two's portfolio, which includes BioShock, Civilization, Midnight Club, and 2K Sports brands. He also pointed out Take-Two had "streamlined" existing operations as well as opened new offices in Asia.

"We don't think the EA offer properly compensates you, the shareholders, for the synergies EA would enjoy," continued Zelnick. He said analysts valued said synergies at over $210 million per year, with EA enjoying massive savings from not having to compete with Take-Two's sports line. "When we take on EA in sports head-to-head, we beat them every time," said Zelnick, referring to the two companies' competing NBA and NHL franchises. The companies had competing NFL and MLB series before EA locked down exclusivity for the former and Take-Two for the latter.

In conclusion, Zelnick reemphasized why he and his colleagues rejected EA's advances. "The board believes that Take-Two is worth more than $26 per share," he stated. "That said, we are 100 percent committed to creating more value for stockholders, and will consider all options, including staying independent."

Zelnick went on to emphasize that the Take-Two board would also consider a buyout from anyone for the right price--but on its own terms. "We are more than ready to begin formal discussions on April 30, a date which will provide us with optimum position and security," he explained. "In the interim, we are open to informal talks and will sign confidentiality agreements."

Finally, he closed on an upbeat note, proclaiming, "Interactive entertainment is the most profitable section of the entertainment industry. This is the sweet spot."

The floor was then opened to stockholders' questions--of which there were only two. First, Zelnick declined to answer a query as whether Take-Two had entered into any confidentiality agreements with other potential buyers, as it has previously publicly hinted. Secondly, he refused to comment on today's announcement that the Federal Trade Commission was investigating the possibility that an EA takeover could violate antitrust laws. Then...the meeting was unceremoniously adjourned, leaving analysts and reporters to ponder Take-Two's next move.

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Discussion

199 comments
Sh30g0rath
Sh30g0rath

Boo hisss...EA suck. Good to see someone standing up to them.

T-_-K
T-_-K

I hate Rockstar because they aren't gonna release GTA IV for PC. I bought a heavy PC for it this year the "it's only for next generation consoles the PS3 and the Xbox360" all what they care about is money.

IddyB
IddyB

May syphillis come with swift wings to the board of directors at EA. F*ck EA. Take-Two gang-rapes you front, back and sideways. Rockstar rules!

mrjasler
mrjasler

NHL 2k wasn't better than EA's .. NBA 2k was better though.

F4ll3n_1
F4ll3n_1

It's about time somebody told EA the meaning of the word "no". If they ever did take over T2, then the only major competitor left who they couldn't accquire would probably be Activision-Blizz. Not sure about Codemasters.

Tombackman_5
Tombackman_5

Keep it real rockstar! Don't let them corporate stoops water down your inventive and revolutionary products! PS NBA Live Sucks every year! Keep 2K Strong

Ra-Devil
Ra-Devil

First, EA would buy out several other lesser known companies, just for their titles, then M$ would buy EA in what would start as a "partnership", but eventually, M$ will "dissolve" their groups into the rest of the M$ Gaming Studios branches, and the developers from previously known Bio-Ware and the game Mass Effect would meet the team that was part of the Golden Eye creation, as well as the Mech Assault and Shadowrun guys, and they'd get together to make a game so incredible, even M$ craps bricks....

Lordofultima
Lordofultima

With any luck maybe Take Two will get swept up by Activision, so at the very least there can still be competition in the sports category. Take Two could probably also keep their namesake, if that were the case.

thenephariouson
thenephariouson

What next? a hostile bid for Valve?? F%$K THAT!!!!!! It makes me laugh that with all that money and all those employees EA cant come up with 1 good innovitive game! Pathetic!!!!! I also think MS should buy EA, then close it down lol

L1qu1dSword
L1qu1dSword

I hate EA. I hope Take 2 fends off this hostile takeover.

Link_Destined_1
Link_Destined_1

Good move by Take-Two. At least we can be assured that GTA will continue to not suck. I'm not a Grand Theft Auto fan, but I'd hate for Rockstar to be constricted by EA's overemphasis on profit rather than on just making great games. I've heard it from the mouth of a representative of Rockstar itself: "we make games that WE want to play". As selfish as this seems, it turns out they know their target market to a "t". It's also the sort of company, I was told, where coming in for an interview while wearing a suit and tie will get you funny looks from the staff. It's a very "cool" place to work, I heard. And I think EA would crack down on that, which is NOT cool.

XxCiNCYSK8eRxX
XxCiNCYSK8eRxX

magusat999 i couldnt of said it better, people are brain washed by ea, each year they cough up $60 dollars for the same cookie cutter game. i give them props for making skate which was an original idea but on the other hand Rock Band was all Harmonix. EA is like Neversoft, out for money and not reinovating the series. Madden is like Tony Hawk same objective and some new rosters/skaters. EA has all that money and talent, why not invest on some new products and game series'.

tig1979
tig1979

Basically they are saying their share prices could drop then the shareholders would be severly put out, lets be honest though, when gta iv hits the shelves it is likely to be one of if not the biggest selling game of the year their share prices will fly, GL take two stick to your guns!

jknight5422
jknight5422

EA should go back to focusing on making new games instead of buying up the remaining game development market. We don't need a Starbucks/Wal-mart/McDonalds company of the videogame industry.

kaziechameleon
kaziechameleon

oh, the anti trust law violation could be one great government regulation that the consumers are happy for.

magusat999
magusat999

EA has like 12 million employees, but they cannot come up with an original game to go up against GTA. They are just parasites, leeches who want to live off of, and ultimatley stifle the creativity and independence of others. It's a shameless, obvious move to stop Take-two from gaining market share. They show desparation by applying pressure for them to accept before they see they GTA numbers. EA probably wants to get them first so they can reschedule the release so it won't hurt thier planned release schedule - any mule can see that. EA has enough already - let someone else grow. Get off of your lazy, NFL repeat making butt, EA and show some creativity of your own for once.

jeremiah06
jeremiah06

Oh god if EA takes over Take-Two then it will be the fall of good sports games and get ready for a new GTA every year

DSBNH_basic
DSBNH_basic

This was a profoundly stupid move for the pockets of Take-Two shareholders, but a smart one for the sake of gamers. While there is nothing inherently evil about EA, the idea of one company controlling that much of the market is scary and would not be a good thing for the quality of games. Monopolies are never good for the quality of a product. More competition means more effort on the part of all involved to create a better product.

makemeweak
makemeweak

They are just begging for someone to buy them at a higher price. i don't think it will happen-it would be too expensive for anyone but EA at this point.

brayant321
brayant321

Thank god !! At least we won't have to see the King hidden away as some unlockable character. 2k sports forever !!! Madden aint got **** on ESPN and it never will, ESPN 2k5 football will still be better then any madden game EA comes out with in the next 20 years.

RockaWuzHur
RockaWuzHur

Xtatic is right GTA IV is gonna make millions not only that but Midnight Club 2. EA needs to take that 2billion and go make some decent games for a change!!!!

gazzad
gazzad

Man i hope EA don't EVER take over Take-Two or any other game company for a matter of fact.. most EA games are poor to say the least.

Xtatic324
Xtatic324

Take Two is gonna make millions off of this game. Just On GTA alone.. forget it.. its a wrraap.

_screamsoftly_
_screamsoftly_

Imposterzim is right. EA would definitely want to put some advertising in GTA. Although this is a buyout of Take-Two, not really Rockstar, so unless I'm really mistaken, I'm sure GTA would turn out alright. But still... good for Zelnick. Oh and EA doesn't own exclusive rights to MLB, TT does (I know it says in the article but someone mentioned that further down.)

shadgod
shadgod

THANK GOD.....i truelly hope you EA fans see whats going on here. EA needs you so they can take over the market. They want to control the options & choices we make with our games. WE WANT OUR FREEDOM OF CHOICE EA..................i cant belive this BS from EA. LONG LIVE 2k sports............

commander1122
commander1122

good choice made by TAKE - TWO!!!....if EA take over!! GTA series n Bioshock 2.....will...........#$%^&*()_+

ctg867
ctg867

HELL YEA TAKE-TWO. And all the skeptics said that wouldn't hold out. **** you guys.

Mom_said_no
Mom_said_no

Ea should really leave things like this alone, why try to buy things out like this. All it leads to is EA's own fans turning on them, i like the fifa and battlefield series. But pushing and crying over thing not going their way is a really bad image for them. C'mon Ea... relax and work on your own games PLEASE!!

nobdow
nobdow

Good for Rock Star stay independent. GTA IV is a bad a game and I wont play it but Bioshock was amazing.

dutch777
dutch777

Strauss Zelnick for President!!! He showed those bad boys at EA who is Boss. He stuck to his guns, pushed ahead with GTA's release and he still wants T2 to be independent. That is the best thing, this industry needs independance and it needs games to be made with independance and not just re-moulded year after year like eh.............EA games!!!

Huggy12345
Huggy12345

I bet their are gonna be a bunch of hate messages against EA in GTA IV. It's been in every GTA game and its gonna be really fun to search for em.

Impostorzim
Impostorzim

You know, Zelnick is right. 2k Sports have been pretty much better in many ways compared to EA Sports. If EA weren't such sore losers and had horribly bought exclusivity to NFL and MLB games, I'm sure there would be alot more innovation and creativity in the sports genre. Of course, EA doesn't really care about that. I'm sure if they got their hands on TT, the next GTA would have licensed cars and burger king billboards all over the place, in-game. Man it makes me sick.

gtafighter0
gtafighter0

If EA was a person, then it got annhiliated in the crotch area... with a barb wired sledgehammer.

normsta
normsta

CELEBRATE GOOD TIMES COME ON!!! IT'S A CELEBRATION!!

SolidSnakeGS
SolidSnakeGS

Stockholders will see the light when GTA comes out, and they will refuse EA's sh1tty offer. Up yours EA!!!!!!!!!!!!!!!!

brain20035
brain20035

fair enough if you ask me... just wait until 30th April, then decide...

Gadeos
Gadeos

This came as expected, good for tak-two and I really hope they maintain independent

SnoopRatt
SnoopRatt

I hate EA. No offense to anyone but if you guys would stop buying EA games and maybe rent if you must play a EA game, then they wouldn't be so rich, you guys including myself have given the company this power.

mertron1
mertron1

its only due to the federal trade commission that EA have had to extend the timeframe...they could have easily taken over take two already but dont want to spend money on a franchise that is waning but still has good potential which it can build even more within its own brand. after GTA4 what next for take two...bioshock 2..more 2k2 sports title's....errrrm sounds a little similar to many other game publisher's..errrrmrr...like EA...lol of course their gonna be taken over so what ig GTA4 does well...so will GTA5 and 6 and 7...etc.

ps3thabest
ps3thabest

hahahaha ea just got kicked in the balls

spasticus162
spasticus162

I really don't think it would be good for 1 publisher like EA to own all the major franchises.people like choice and it would be a shame if say they canceled 1 of the 2k games to improve sales of nba live or whatever.And i don't need the next elder scrolls game to have a hip hop soundtrack either. But seriously if EA buys anymore developers or franchises how long before they just release they're own console. Its all very well sony/ninty/xbox fighting it out but when the owner of all the games suddenly announces a console this industry is gonna get a whole lot messed up