Tag Archives: zelnickmedia

Speaking to VentureBeat at E3 last week, Take-Two boss Strauss Zelnick has said that one of his main challenges since taking over at the firm has been to deliver a business that’s stable in the “off” years from GTA – and he feels as though he’s close to achieving it.

“We aren’t giving guidance for 2009 yet,” he said. “But I feel very good that we can deliver on that goal of a profitable enterprise even in non-GTA years.

“Look at our array of hits and owned intellectual property. We have 30 million-plus selling titles, 15 of which are fully owned. BioShock. Carnival Games. Our entire 2K sports line-up, like NHL, MLB, and NBA. TopSpin tennis. Carnival Games for the DS and Carnival Games for Mini Golf. Civilization is out in the market now and doing extremely well. Midnight Club LA is coming up and the list goes on.

“It’s just not true that we are only about GTA.”

Lots more through the link, and very much worth a read.

Strauss Zelnick, Take-Two’s chairman, has responded to EA’s offer extension to July 18 with the same line he’s always stuck to – the price isn’t high enough.

“The latest extension of EA’s unsolicited, highly conditional tender offer does not alter the fact that their proposal still significantly undervalues Take-Two, a fact that is reflected in the overwhelming number of stockholders who still have not tendered their shares,” he said.

“Our Board of Directors remains in unanimous agreement that the proposal is contrary to the best interests of Take-Two stockholders, and the Board continues to recommend that stockholders not tender their shares to EA. The Board remains focused on the strategic process that began formally on April 30 to consider all alternatives to maximize value. We believe that these alternatives, which may include a business combination or remaining independent, will deliver greater value to stockholders than the current EA offer.”

CEO Ben Feder added: “Take-Two’s vast potential to create and enhance stockholder value has become even more evident in recent weeks, with the runaway success of Grand Theft Auto IV, a product pipeline that is one of the strongest and most creative in our history, and continued operational and financial progress. We believe that any alternative we consider must fully reflect the value we are creating and capture that value for the benefit of our stockholders.”

Press release after the link.

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EA has confirmed it is to extend its $25.74 per share tender offer to buy Take-Two to June 16, to which Take-Two’s responded in the predictably nonchalant way, saying the offer undervalues the company.

EA had acquired only 8 percent of Take-Two’s shares before its deal offer timed-out on Friday.

“This is the same highly conditional proposal that EA offered Take-Two stockholders on March 13, 2008, which our Board of Directors thoroughly reviewed and unanimously determined to be inadequate and contrary to the best interests of Take-Two’s stockholders,” said Take-Two boss Strauss Zelnick.

“As such, the recommendation of our Board of Directors that stockholders not tender their shares to EA remains unchanged. The Board is committed to maximizing stockholder value and is exploring all strategic alternatives to do so. We said we were willing to begin formal discussions with interested parties on April 30, following the launch of Grand Theft Auto IV, and we have in fact begun that process. We are confident in the significant growth potential of Take-Two and in the unique value of our business given our strong position in this growing and dynamic industry.”

Press release after the link.

More »

In an investor call last night following the release of Q1 financials, Take-Two refused to talk about the recent $2 billion offer from EA, saying only that it had rejected the bid. From Gamasutra:

Throughout the call, all executives stressed that the forthcoming quarter, fiscal year, and into 2009 were well positioned to “reap the benefits” of both the company’s turnaround plan, and its stable of owned IP and industry talent.

The call opened with Zelnick’s reiteration of prior company releases saying that EA’s “unsolicited” offer of $26 a share drastically undervalued the company, and failed to compensate Take-Two shareholders for the synergies EA would receive should the acquisition go through.

Zelnick went through its IP sales numbers: GTA selling 66 million units to date, Midnight Club 11.5 million, Civilization 8 million, Max Payne 7 million, Mafia 2 million, BioShock 2 million, Red Dead Revolver, Manhunt, and Bully all 1.5 million, and Carnival Games approaching 1 million sold thus far.

Feder reiterated as well that the board and ownership was continuing to work to transform the company, increasing its strength and its value for shareholders, and make it “the most creative, innovative, and efficient” company in the industry.

According to this, a Take-Two investor is bringing legal action again ZelnickMedia – the company in charge of Take-Two – for giving itself a substantial financial reward in the instance of a take-over and “asks for the enforcement of stockholders’ right to nominate and elect directors at Take-Two’s 2008 annual meeting.”

“While the original management agreement was negotiated with stockholders owning 46% of Take-Two’s stock, the amendment was entered into without stockholder approval,” the suit alleges. “The amendment itself is not subject to stockholder approval.”

The new agreement allows for a hike in ZelnickMedia’s monthly management fee from $62,500 a month to $208,333 a month, said the suit. The maximum annual bonus for ZelnickMedia also was increased to $2.5 million a year from $750,000.

The company’s annual meeting takes place on April 10.

According to this, ZelnickMedia, the investment firm in charge of Take-Two, engineered a new payout system for itself shortly after EA put in its first offer for the publisher. In the event of a sale, the report says, ZelnickMedia would now get a large payout.

The news has obviously drawn attention from regulators overnight, especially given ZelnickMedia Strauss Zelnick’s refusal to accept EA’s terms despite a huge premium being placed on the offer.

“The size and timing of the compensation boost for the firm, ZelnickMedia Corp. of New York, is drawing attention from analysts and corporate governance experts, in part because of provisions in ZelnickMedia’s agreement that could give it a big payout in the event of an acquisition such as the one EA is proposing,” said the report.