Acquire-Two Interactive Program, Inc. Confirms Offer to Maybe Purchase Codemasters Team Holdings PLC

United kingdom-primarily based publisher and game developer renowned for titles in the racing style

Take-Two Interactive Program, Inc. (NASDAQ:TTWO) currently verified an announcement created by the Board of Codemasters that the Enterprise has produced a proposal to acquire the complete issued share money of Uk-dependent match publisher and developer, Codemasters, at a price of 485 pence (*approximately $6.40) for each share (the “Attainable Present”), comprising 120 pence (*about $1.58) per share in hard cash and 365 pence (*about $4.82) for every share payable in Consider-Two inventory. The Achievable Present remains conditional on, between other points, the completion of confirmatory owing diligence and the recommendation of the Board of Codemasters. Get-Two reserves the ideal to waive any of these prerequisites.

The Board of Codemasters confirmed that on Oct 14, 2020 to Just take-Two and has confirmed nowadays that, in the event that Take-Two announces a business intention to make an give pursuant to Rule 2.7 of the British isles Metropolis Code on Takeovers and Mergers (the “Code”) on the terms set out above, it is the existing intention of the Board of Codemasters to suggest unanimously that Codemasters’ shareholders take the Probable Provide.

Get-Two thinks that the combination of Acquire-Two and Codemasters would provide together two planet-course interactive leisure portfolios, with a hugely complementary in shape concerning Just take-Two’s 2K publishing label and Codemasters in the racing genre. In addition, Take-Two thinks that it can provide added benefits to Codemasters’ effectiveness by leveraging Consider-Two’s international distribution community and 2K’s main operating skills in publishing, which include dwell functions, analytics, merchandise growth, and brand name and efficiency marketing.

In accordance with Rule 2.6(a) of the Code, Consider-Two is expected, by not afterwards than 12:00 p.m. ET on December 4, 2020, either to announce a company intention to make an provide for Codemasters in accordance with Rule 2.7 of the Code or announce that it does not intend to make an provide, in which scenario the announcement will be handled as a assertion to which Rule 2.8 of the Code applies. This deadline can be prolonged with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

There can be no certainty that any supply will be designed.

Even though conversations are ongoing, there can be no certainty that a firm present will be created for Codemasters by Take-Two. For the uses of Rule 2.5 of the Code, Get-Two reserves the appropriate to:

Decrease the offer consideration by the amount of money of any dividend or other distribution or return of money that is paid or results in being payable by Codemasters immediately after the date of this announcement
Range the form of thing to consider as set out earlier mentioned and/or introduce other kinds of thought, this sort of as income in substitution for all or component of the share thing to consider and/or
Make an provide at any time for much less than 485 pence for every Codemasters share: (i) with the agreement or advice of the Board of Codemasters (ii) if a 3rd occasion announces a agency intention to make an offer for Codemasters pursuant to Rule 2.7 of the Code, which at that day is valued at a price tag reduced than 485 pence for each individual Codemasters share or (iii) pursuing the announcement by Codemasters of a whitewash transaction pursuant to the Code and
Put into practice the transaction as a result of or collectively with a subsidiary of Take-Two or a organization which will grow to be a subsidiary of Choose-Two.

*US$ equivalent values are stated at an trade rate £1:$1.32.

About Choose-Two Interactive Software program

Headquartered in New York City, Acquire-Two Interactive Software package, Inc. is a leading developer, publisher and marketer of interactive amusement for shoppers all over the globe. We establish and publish products and solutions principally through Rockstar Games, 2K, Private Division, and Social Place. Our merchandise are designed for console programs and particular desktops, together with smartphones and tablets, and are shipped by bodily retail, electronic down load, on line platforms and cloud streaming products and services. The Company’s frequent inventory is publicly traded on NASDAQ under the image TTWO. For much more corporate and product or service information be sure to visit our web-site at http://www.acquire2online games.com.

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Contacts

(Investor Relations)
Henry A. Diamond
Senior Vice President
Investor Relations & Company Communications
Get-Two Interactive Computer software, Inc.
(646) 536-3005
Henry.Diamond@take2video games.com

(Corporate Press)
Alan Lewis
Vice President
Company Communications & Public Affairs
Just take-Two Interactive Computer software, Inc.
(646) 536-2983
Alan.Lewis@consider2online games.com