Take-Two Interactive Software announces the final results of offers by Zynga Inc. to purchase all or a portion of Zynga’s outstanding 0.25% Convertible Senior Notes due 2024 and 0% maturing in 2026


NEW YORK–(BUSINESS WIRE)–Take-Two Interactive Software, Inc. (NASDAQ: TTWO) (“Take-Two”) today announced the expiration and final results of Zynga Inc. (f/k/a Zebra MS II, Inc .) (“Zynga”), its wholly-owned subsidiary, previously announced cash tender offers (each, an “Offer”) to repurchase all of the outstanding 0.25% Senior Convertible Notes of Zynga (the “2024 Bonds”) and 0% senior convertible bonds due 2026 (the “2026 Bonds” and, together with the 2024 Bonds, the “Bonds”). The Offers expired at 5:00 p.m., New York time, on June 22, 2022.

Upon expiry of the Offers (a) $266,000 in aggregate principal amount of the 2024 Bonds, representing approximately 0.039% of the total outstanding 2024 Bonds, and (b) $845,142,000 in aggregate principal amount of the Bonds 2026, representing approximately 96.64% of the total 2026 Bonds outstanding, have been validly tendered (and not validly withdrawn) pursuant to the applicable Offer. The Company has agreed to redeem all Notes that have been validly tendered (and not validly withdrawn) upon expiry of the Offers at a purchase price equal to (i) in the case of the 2024 Notes, approximately US$1,000.15 per $1,000 principal amount of 2024 Bonds, plus accrued and unpaid interest, and (ii) in the case of the 2026 Bonds, par.

In addition, during the opening period of the offers, noteholders had the right to convert their notes in whole or in part (for a principal amount of $1,000 or an integral multiple thereof) at the rate of conversion applicable. During this period, (a) $668,315,000 in aggregate principal amount of 2024 Notes, representing approximately 96.86% of total 2024 Notes outstanding, were tendered for conversion and (b) no 2026 Notes were was handed over for conversion.

The Company expects to pay approximately $266,040 for the redemption of the 2024 Notes, including interest, and approximately $845,142,000 for the redemption of the 2026 Notes, in each case, as of the date hereof. After settlement of all Notes surrendered for conversion and redemption, $21,419,000 aggregate principal amount of the 2024 Notes will remain outstanding and $29,358,000 aggregate principal amount of the 2026 Notes will remain outstanding.

This press release is provided for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities of the Company.

About Take-Two Interactive Software

Based in New York, Take-Two Interactive Software, Inc. is a leading developer, publisher and distributor of interactive consumer entertainment worldwide. The company develops and publishes products primarily through Rockstar Games, 2K, Private Division and Zynga. Our products are currently designed for console, PC and mobile gaming systems, including smartphones and tablets, and are delivered via physical retail, digital download, online platforms and cloud streaming services. The common shares of the Company are listed on NASDAQ under the symbol TTWO.

All trademarks and copyrights contained in this document are the property of their respective owners.

About Zynga Inc.

Zynga is a global leader in interactive entertainment with a mission to connect the world through games and a wholly owned subsidiary of Take-Two Interactive Software, Inc. With a massive global reach in over 175 countries and regions, the portfolio diverse combined of popular game franchises have been downloaded over 5 billion times on mobile, including CSR raceMT, Dragon City, Empires and PuzzlesMT, FarmCityMT, golf rivalMT, Hair challengeMT, Harry Potter: puzzles and spellsMT, High heels!MT, Merge Dragons!MT, Merge Magic!™, Monster Legends, Toon Blast™, Top Eleven, Toy Blast™, Two dots, words between friendsMT and Zynga-PokerMT. Zynga is also an industry-leading next-gen platform capable of optimizing programmatic advertising and returns at scale with Chartboost, a leading mobile advertising and monetization platform. Founded in 2007, Zynga is headquartered in California and has locations in North America, Europe and Asia. For more information, visit www.zynga.com or follow Zynga at TwitterInstagram, Facebook or the Zynga blog.

All trademarks and copyrights contained in this document are the property of their respective owners.

Caution Regarding Forward-Looking Statements

Statements contained herein that are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates”, “believes”, “estimates”, “plans”, “intends”, “anticipates”, “potential”, “predicts”, “plans”, “research”, “should”, “shall” or words of similar meaning and include, but are not limited to, statements regarding the outlook for the future business and financial activities of the Company. performance. These forward-looking statements are based on the current beliefs of our management as well as assumptions made by them and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from these forward-looking statements based on various risks and uncertainties, including: risks arising from the Company’s recent acquisition of Zynga and its integration into the Company’s business; the effects of economic, market or business conditions, including the impact of potential inflation and economic concerns; risks associated with conducting business internationally and expanding our international operations; the uncertainty of the impact of the COVID-19 pandemic and actions taken in response thereto; the effects of the COVID-19 pandemic on both consumer demand and the discretionary spending habits of our customers; the impact of interest rate changes by the Federal Reserve and other central banks; and exchange rate volatility.

Other important factors and information are contained in the Company’s most recent Annual Report on Form 10-K, including the risks summarized in the section entitled “Risk Factors” and the Company’s other periodic filings with the SEC. , available at www. take2games.com. All forward-looking statements are qualified by these cautionary statements and speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.


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