[業界] EA出資20億美元想收購Take-Two

[神祕人1號]

不賣也得賣！EA出資20億美元收購Take-Two
來源: www.levelup.cn 時間:2008-2-25 編輯: 六段音速


2007年，一個總值189億美元的天價併購方案，促成了Vivendi與暴雪的最終合作，同時也造就了新的地球上最大規模第三方發行商Activision Blizzard。原先的電子娛樂業老大EA自然是不肯輕易放棄盤踞多年的霸主寶座，也在積極醞釀著新的合併重組計劃。今天，EA正式發起了他們對Activision Blizzard的第一輪反擊，出價20億美元收購「《橫行霸道》系列」發行商Take-Two公司。

EA公司首席執行官John Riccitiello今天對外界表示，他們已經於上週二向Take-Two公司總裁Strauss Zelnick發出了並購邀請，且EA提出的現金收購方案，每股收購價比當時Take-Two的股票市值高出64%左右，總價值達20億美元。然而Take-Two董事會並未就EA的收購方案做出任何回應，這才有了今天EA的這份官方聲明。

EA官方在之前發給Zelnick的信中就已經明言，如果得不到答覆或Take-Two董事會不公開EA提出的收購計劃，那麼EA將考慮通過媒體公開的方式將這一消息傳達給廣大股東和投資者，強迫Take-Two高層和董事會認真考慮EA的收購方案，這想必也是早已預料到Take-Two高層的反應而提前設下了埋伏。

Take-Two方面隨後立即發表聲明，就沒有立刻回復EA的收購邀請一事做出了解釋。Take-Two官方在聲明中強調，EA所給出的收購價格，明顯大大低估了Take-Two旗下眾多知名遊戲品牌的價值，再加上《橫行霸道IV》4月29日首發的日益臨近，Take-Two不會在現在這個節骨眼上討論任何可能影響到遊戲正常發售的收購方案。不過首席執行官Zelnick並沒有徹底否決兩家合作的可能性，表示願意在4月30日以後考慮EA的建議。

如果EA能夠成功將Take-Two納入麾下，無疑將對其在電視遊戲領域的版圖擴張起到不可估量的巨大作用。首先，通過這次收購EA將得到對Rockstar Games以及《橫行霸道》系列的控制權，此外還包括這家在業內頗受爭議但卻實力超群的開發商旗下的許多成人級遊戲作品。

另外，鑒於目前EA公司的EA Sports與Take-Two旗下的2K Sports掌握著美國體育遊戲市場的半壁江山，如果能夠通過此次合併實現優勢互補，那麼EA在美國橄欖球、冰球、棒球和籃球遊戲市場上將所向無敵。有意思的是，兩家公司現在都各自有一款拳擊題材的體育遊戲正在開發中，如果能夠成功合併，自然也就少了接下來相互拆台的競爭。



EA proposes Take-Two takeover
Megapublisher takes $2 billion offer for the Grand Theft Auto, BioShock, and 2K Sports owner to shareholders after Take-Two execs decline the deal.
By Brendan Sinclair, GameSpot
Posted Feb 24, 2008 12:38 pm PT
http://www.gamespot.com/news/6186637...ewstop;title;2

After last year's surprise announcement that Vivendi would be merging its games business (including World of Warcraft creator Blizzard Entertainment) with Activision in a staggering deal worth $18.9 billion, Electronic Arts' position as the world's largest third-party publisher was in jeopardy. It appears EA wants that distinction locked up for itself, as the publisher today proposed another industry-shaking deal: the acquisition of Take-Two Interactive for roughly $2 billion.

EA revealed that in a letter sent last Tuesday by EA chief executive officer John Riccitiello to Take-Two Interactive chairman Strauss Zelnick, Riccitiello offered the all-cash deal, which is a 64 percent premium over Take-Two's most recent closing stock value on the day of the offer. However, Take-Two's board of directors declined the offer, according to EA, which led directly to today's announcement.

"Our strong preference is to conduct a private negotiation," the letter stated. "If you are unwilling to proceed on that basis, however, we may pursue other means, including the public disclosure of this letter, to bring our offer and the compelling value it represents to the attention of Take-Two's shareholders."

Riccitiello was proposing a different message in November, when in a presentation at the Reuters Media Summit he suggested that acquisition opportunities in the gaming industry were drying up. That was just days before the announcement of the Activision-Vivendi union.

If the proposed Take-Two takeover were to go through, it would give EA control of some hotly contested industry territory. First and foremost, EA would have control of Rockstar Games and its controversial and lucrative Grand Theft Auto franchise, significantly beefing up its slim roster of hit games rated M for Mature. In addition to that, the sports gaming market would see tremendous consolidation, as EA Sports and Take-Two's 2K Sports label have directly competed in the football, hockey, baseball, and basketball markets over the years. They each have their own new boxing franchise in development as well, with 2K's Prizefighter answering the bell against EA's Facebreaker.

Shortly after EA went public with the proposed deal, Take-Two explained its reasons for declining the offer, saying the publisher had undervalued its array of franchises and creative talent, and that it wouldn't be prudent to enter discussions of an acquisition so close to the April 29 launch of Grand Theft Auto IV. However, Take-Two executives left room for a deal to happen, saying they would be interested in beginning talks with EA starting April 30.

[神祕人1號]

Q&A: EA CEO speaks on proposed Take-Two deal
John Riccitiello admits this isn't the first time he has sized up Take-Two for acquisition, calls one of publisher's reasons for declining deal a red herring.
By Brendan Sinclair, GameSpot
Posted Feb 24, 2008 3:20 pm PT
http://www.gamespot.com/news/6186639...ewstop;title;1

Consolidation continues to be a major theme in the gaming industry, as Electronic Arts today made its intentions to acquire Take-Two Interactive public. Coming off last year's big acquisitions of BioWare and Pandemic, EA offered to take over Take-Two for nearly $2 billion in cash, a 64 percent premium over the Grand Theft Auto publisher's aggregate stock price. Take-Two's board of directors flatly turned the offer down, saying the price was too low and the timing wasn't right with Grand Theft Auto IV ready to hit retailers in just a couple months.

With the publishers releasing dueling press releases about the proposed deal today, Electronic Arts CEO John Riccitiello took some time to answer a handful of questions for GameSpot about why the publisher wants Take-Two, concerns over corporate culture clashes, and why this deal didn't happen a year ago.

GameSpot: This news spooks a lot of EA and Take-Two employees who probably feel that they're about to become redundant, in the various sports divisions especially. If this proposal were to be accepted, what level of employee cuts and consolidation would you expect?

John Riccitiello: I think it's way too early to tell, but I will tell you that our attraction to the asset of Take-Two is because we love their studios--Rockstar, Visual Concepts, Irrational [2K Boston and 2K Australia], Firaxis--and we like their intellectual properties. This transaction as we're proposing it is not about synergies at the studio level.

GS: Are you aware of any change-of-control clauses that would possibly prevent Take-Two's various licenses or studios from becoming part of EA if the buyout were accepted?

JR: Nothing that we can talk to you about because we're not in the business of disclosing confidential Take-Two information, but we're very confident in this transaction. We think it's a great deal for their shareholders, it's at a huge premium. And as a stand-alone company, Take-Two has a series of operational and scale issues, legal issues, financial issues… We think their shareholders win in a huge way.

For us, it's all about their studios and their intellectual properties, which we very strongly desire to have as part of EA. And we project it to be accretive for us, so it's a win for EA. We think we would make a great home for their studios. Our decentralized label model is in many ways inspired by conversations I've had over the years with Sam Houser, who runs Rockstar. We think it's that simple. It's great for their shareholders, it's great for our shareholders, and great for their studios.

GS: There were rumors and speculation about a buyout last year, and one analyst said the corporate culture of a company that produces games like GTA and Manhunt wouldn't mesh well with that of EA…

JR: There was speculation last year and I will admit that in fact EA was looking at these guys a year ago. The reason we didn't conclude that with an offer is that I was just coming into EA at the time and I knew there were changes I was going to make at Electronic Arts and I wanted EA to be in a position to feel like its own house was in order. We've now got that in place and the organization feels strong and is working well. Really what I was waiting for was to affect those changes, which I think have been well communicated in the market.

GS: EA has released M-for-Mature-rated games like The Godfather before, but one notorious example, Thrill Kill, was never released after EA acquired its original publisher, Virgin Interactive. If EA controlled Take-Two, would we ever see a game like Manhunt come out of EA?

JR: Well, first off, we're in a different time with a different management team. I was the guy who got us into The Godfather business, who got us into the Def Jam business. I'm personally a huge fan of BioShock, one of my favorite games of last year, and I'm very much looking forward to playing GTA IV. I'm going to buy it on April 29.

Frankly, my view is that I'm a real believer in the Entertainment Software Association and their analogous organizations around the world, and I don't have an issue with M-rated content. Neither me nor the company nor the board. Times were different in the mid- and late-90s. As an industry we were just coming to grips with M-rated content.

I never saw Thrill Kill, and I applaud you for digging up that little piece of history. I'm not sure if I would have liked it or not. I'm guessing I might have liked it, but I have no idea.

GS: What do you think of the job Take-Two's new leadership has been doing in trying to turn the company around over the last year?

JR: I happen to think that [Take-Two chairman] Strauss Zelnick, [CEO] Ben Feder and the rest of the team are really smart guys. I think the moves they made are positive and it's been reflected in the share price. This is a tough industry, and I think they've done a fine job.

GS: Take-Two has issued its own press release today, and it characterizes EA's offer as an attempt to get on the Grand Theft Auto IV bandwagon just before the game's hugely anticipated launch.

JR: That's sort of interesting, but I would offer a couple of thoughts. I think the value of GTA is already "baked in" in many ways. The analysts that are forecasting Take-Two for just their fiscal year have between 8 million and 12 million units of GTA IV forecast. Frankly, the question is what comes after GTA, because that's already in the value of the stock. Realistically, we don't anticipate closing the deal before GTA ships. We're anticipating a transaction that would close certainly not before the GTA launch, so that feels very much like a red herring to me.

[神祕人1號]

Take-Two calls EA buyout offer 'undervalued'
Publisher's board of directors dismisses proposed $2 billion deal as an opportunistic attempt to get on the Grand Theft Auto IV bandwagon; says it will initiate talks after game's release.
By Brendan Sinclair, GameSpot
Posted Feb 24, 2008 2:13 pm PT
http://www.gamespot.com/news/6186638...ewstop;title;3

Earlier today, Electronic Arts revealed it had made an all-cash offer of nearly $2 billion to acquire rival publisher Take-Two Interactive. Take-Two's board of directors rejected the proposal, leading Electronic Arts to go public with the deal today to inform the Grand Theft Auto IV publisher's shareholders exactly what their corporate leadership is passing on. Take-Two has responded this afternoon with its own announcement to explain why the directors had balked at the proposed acquisition, saying neither the time nor the price was right.

"In addition to undervaluing key elements of our business, EA's proposal fails to recognize the value we are building through our ongoing turnaround efforts, which will further revitalize Take-Two," explained the publisher's chairman of the board, Strauss Zelnick. "While we have made substantial progress already, the turnaround of our business which we initiated in June is not yet complete, and we believe its benefits have not been recognized in either our current stock price or in the value of EA's proposal."

Take-Two said the proposal "substantially undervalues" its franchises, creative talent, and consumer loyalty. As for the timing, the publisher suggested its rival was trying to ride the coming wave created by the Take-Two-owned Rockstar Games' Grand Theft Auto IV, which should arrive in stores on April 29.

"We believe EA's unsolicited offer is highly opportunistic and is attempting to take advantage of our upcoming release of Grand Theft Auto IV, one of the most valuable and durable franchises in the industry," Take-Two said in a statement. "Furthermore, the offer values the company at a significant discount to its public peers and does not compensate Take-Two for its intrinsic value and the substantial synergies that the proposed combination would create."

Despite the tough talk, Take-Two didn't rule out the possibility of an acquisition at a slightly later date. The publisher said it was willing to start a dialogue with EA to see if they could agree on a price, but that it would defer such discussions until after the release of Grand Theft Auto IV.

"[We] offered to initiate discussions with EA on April 30, 2008 (the day after Grand Theft Auto IV is scheduled to release)," Zelnick said. "We believe this offer demonstrated our commitment to pursuing all avenues to maximize stockholder value, while we believe that EA's refusal to entertain this path is evidence of their desire to acquire Take-Two at a significant discount, whereas we believe this value rightly belongs to our stockholders."

Zelnick also expressed other concerns in a letter sent to EA CEO John Riccitiello on Friday and reprinted in today's announcement. Specifically, he questioned the impact such an acquisition would have on developers fearful of layoffs and studio closures.

"[As] we have all seen time and again, the process surrounding acquiring a public company from start to finish is complex, uncertain, intrusive, and distracting," Zelnick said, "and we believe it would be especially so to the creative artists at the core of our business and to all those who may be displaced by a transaction."


Analyst expects EA hostile takeover of Take-Two
Michael Pachter says proposed acquisition is happening whether Grand Theft Auto IV publisher likes it or not, believes sports domination is the driving force behind it.
By Brendan Sinclair, GameSpot
Posted Feb 24, 2008 4:30 pm PT
http://www.gamespot.com/news/6186640...ewstop;title;4

Earlier today, Electronic Arts went public with the news that it had offered to acquire Take-Two Interactive for nearly $2 billion--and that Take-Two management had turned the offer down. EA's offer broke down to $26 per share for Take-Two, a 64 percent premium over the stock's price of $15.83 at the time the offer was made.

Speaking with GameSpot today, Wedbush Morgan Securities analyst Michael Pachter questioned Take-Two's judgment in turning down the deal.

"The share price on Friday tells you that investors think the share price is $17. So an offer of $26 by definition is more than adequate," Pachter said. "And if the only argument management makes is that they have a turnaround plan and to give them time...It could take two or three years for them to get [the stock price] to that same $26. Who in their right mind thinks $26 three years from now is better than $26 today? This is a bird in the hand."

Despite the rebuff, Pachter predicted the acquisition will happen one way or the other. If the board of directors won't sell the company, he said EA can perform a hostile takeover, buying up enough shares on the open market to gain control of the company and show the current management team the door.

"By going public, EA is telling you, 'This deal is happening.' The only way you can credibly reject the deal is if there's a better one behind it," Pachter said. "I don't see how anyone can afford to pay this much or more for the stock."

More so than Take-Two's hit properties like Grand Theft Auto IV and BioShock, Pachter believe sports are the driving motivation behind the deal, and a main reason he doesn't expect other acquiring suitors to come calling. The economic advantages of eliminating 2K Sports--EA Sports' primary competitor in the market--are so great that they could pay for the $2 billion deal on their own, Pachter said.

"There's only one company that can make sense out of an acquisition of Take-Two, and that's EA," Pachter said. "For anyone else to buy Take-Two, they'd have to decide either to bloody themselves competing in sports against EA, or shut down the sports business and give up. Either way, there aren't many people who are going to pay a premium for the right to engage with EA or shut down that business."

One question mark about an acquisition of Take-Two is how much of the company can actually be transferred to EA. Pachter said key development personal like Firaxis' Sid Meier, 2K Boston's Ken Levine, and Rockstar's Sam and Dan Houser likely have change-of-control clauses in their contracts that would allow them to jump ship if ownership of the business changes hands.

"If any of the people under employment contracts with Take-Two have lawyers who are worth anything, there are change-of-control provisions," Pachter said. "They all should have that, but I don't think this deal is about retention of employees. With the [possible] exception of the Rockstar North guys, I think all of the [contracted] employees at Take-Two would actually welcome working for EA. I think Sid Meier would love to see Civilization have broader distribution and more focused marketing, and EA is really good at both."

[RPG之鬼]

係都等埋gta4將個價錢再炒高佢
EA等比多錢啦

[woodlcw]

其實EA邊度黎咁多錢係咁收購

[王小虎]

一開市就昇到$26蚊了.. 阿們

[葛葉雷堂]

收購埋activision呀笨...

[破戒僧]

作者: woodlcw

其實EA邊度黎咁多錢係咁收購

EA一向都係全球最賺錢o既game studio, 強如nintendo都只係第二

[KUTAR#]

EA已經殺死左我最愛的Westwood同Maxis……

我唔想收購成功……

[westpat]

作者: KUTAR#

EA已經殺死左我最愛的Westwood同Maxis……

我唔想收購成功……

westwood有少少自己攞黎
C&C個時越做越差

[ELT]

作者: 破戒僧

EA一向都係全球最賺錢o既game studio, 強如nintendo都只係第二

唔係nintendo最大咩? 3大地區都咁受歡迎

[kevinltb]

之前唔係都傳過話 MS 想收購 Take-Two 架咩? 今次 MS 會唔會攔途截劫呢?

[葛葉雷堂]

作者: 破戒僧

EA一向都係全球最賺錢o既game studio, 強如nintendo都只係第二

ea只系全球最大，但唔系最賺錢...
http://bbs.a9vg.com/read.php?tid=829316&fpage=1

[王小虎]

http://www.videogamer.com/features/a...-2008-322.html

zzz.... 買完Take-Two買Ubisoft.... 在同日登記網站eatake2.com的同時，由同一公司（通常呢d野由律師行或股票經紀去搞）亦登記了eaubisoft.com。

[葛葉雷堂]

之前差少少EA就可以惡意收購UBI，好彩ASSASSIN'S CREED大賣，
UBI逃過一難

[woodlcw]

EA發狠.將強行收購TAKE2!!!!!!!!!
EA上個月曾向Take-Two開價20億欲收購該公司，但公司管理層扭扭捏捏地表示要等到GTA4上市再來談這件事。

兵貴神速；遲則生變，EA現已發表聲明，準備以每股26美元的價碼強行收購Take-Two股東手裡的股票，條件如下：

該收購要約將使EA獲得Take-Two在外流通股的大部

「特拉華普通公司法」第203章節中的反收購法並不適用於該收購要約及後續合併行動

Hart-Scott-Rodino靜候期逾期或終結，且EA將自行判斷是否要與Take-Two達成合併協議

EA首席執行官John Riccitiello稱：

「這對Take-Two的股東們來說是個絕好的機會，我們相信Take-Two的投資人會將這份要約視為獲取豐厚回報的最佳途徑，該要約清晰地指明了完成交易的全過程；對EA股東們來說，此次併購將為我們業已強大的陣容增添生力軍，歡迎Take-Two富有天賦的創意團隊加入EA的開發大軍。

http://game.ali213.net/attachment.ph...4&noupdate=yes

[山王]

咁而家係未即係惡意收購? 再睇一睇4月29日GTA先出，最後會攪成點呢？

[大覺屋師真]

EA死賤精 ! GTA第日都唔知會搞成點咯比佢

[KUTAR#]

作者: 大覺屋師真

EA死賤精 ! GTA第日都唔知會搞成點咯比佢

like westwood and maxis, great titles in T2 will be killed one by one
and tons of expansions pack / DLC coming up

[大情大性武大帝]

買多兩買，美國得番一間開發公司…

[wgzc]

EA想係 gta 出之前搞惦
如果唔係有可能會比更多

[metal snake]

作者: 大覺屋師真

EA死賤精 ! GTA第日都唔知會搞成點咯比佢

佢唔好影響4月29號出個隻gta4就得啦

[Viper II]

EA呢間化神奇為毒瘤既大廠
又準備做差GTA系列

[ai.]

其實如果個take2老闆唔想賣,可唔可以立即開一間新公司,之後將自己的子公司$0賣去比自己間新野?
之後ea只係買了一間空公司.
不過應該唔得,因為take2有上市.....

[闇影風]

見到新果隻所謂SIM CITY就知EA班友食_架啦
即使我唔玩GTA都唔想再人廠比間垃圾收購

作者: AiStudio

其實如果個take2老闆唔想賣,可唔可以立即開一間新公司,之後將自己的子公司$0賣去比自己間新野?
之後ea只係買了一間空公司

學Westwood咁班人係EA收購之後全部唔做自己開多間