Take-Two acquires Gearbox Entertainment for $460M in stock; closing by Sept. 2024

TAKE TWO INTERACTIVE SOFTWARE INC

Base purchase price of $460 million paid in newly issued TTWO common stock, valued at 5-day VWAP before closing.
Gearbox is a game developer (Borderlands) acquired from Embracer Group AB.
Closing subject to HSR Act and other regulatory clearances; outside date of September 27, 2024.
Buyer Sub (Groundhog 2, LLC) will purchase 100% of Gearbox shares; Seller is Gearbox Entertainment Company Holding AB.
Shares to be issued in reliance on Section 4(a)(2) exemption; not initially registered.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TAKE TWO INTERACTIVE SOFTWARE INC entered into Share Purchase Agreement with Gearbox Entertainment Company Holding AB valued at $460 million (effective 2024-03-27).

Action: entry
Agreement: asset purchase
Counterparty: Gearbox Entertainment Company Holding AB
Value: $460 million
Effective: 2024-03-27

Exact text from the filing

On March 27, 2024, Take-Two Interactive Software, Inc., a Delaware corporation (the “ Company ”), entered into a Share Purchase Agreement (the “ Purchase Agreement ”) with Gearbox Entertainment Company Holding AB, a company organized under the laws of Sweden (“ Gearbox Seller ”), Embracer Group AB, a company organized under the laws of Sweden (“ Gearbox Parent ”) and Groundhog 2, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“ Buyer Sub ”).

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Source: SEC EDGAR

accession 0001193125-24-083524

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