EA seen backing off hostile bid for maker of Grand Theft Auto

Posted on Tuesday, August 19, 2008

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NEW YORK — Video-game publisher Electronic Arts Inc. is retracting its hostile bid for smaller rival Take-Two Interactive Software Inc., but a deal — and a friendly one at that — is likelier than ever.

Take-Two, best known for the popular Grand Theft Auto videogame series, confirmed Monday it expects to sign a confidentiality agreement with EA to begin formal discussions about “strategic alternatives.” EA had said earlier that it wouldn’t extend the Monday night deadline for its $ 2 billion tender offer to buy Take-Two. The companies have been unable to agree on a price for the past six months.

Now, EA says that if it does buy Take-Two, it no longer believes it can combine the company in time for the Christmas shopping season, when videogame companies make most of their money. Because of this, EA said it needs to review assumptions made to support its offer price of $ 25. 74 per share.

“They are both posturing,” said Wedbush Morgan analyst Michael Pachter. “EA is saying ‘we want to pay less,’ Take-Two is saying they want more. The important thing is that they are talking.” EA already has extended its deadline for the offer five times, mostly to let regulators continue their antitrust review. The company said it would let the offer expire at 11: 59 p.m. EDT Monday, and added it “remains confident that antitrust issues will not prevent or delay a transaction.” The Federal Trade Commission is to complete its review by Thursday.

On Monday, EA said it will entertain a financial presentation by Take-Two under confidentiality agreements. Take-Two’s management said it plans to present EA with its three-year product release schedule, financial projections and other nonpublic information meant to support its claims of what the company is worth.

EA wants to buy Take-Two not just for the Grand Theft Auto franchise, the company’s main source of revenue, but also for its sports business and critically acclaimed titles such as BioShock, which is being made into a movie. Take-Two’s sales for the most recent fiscal year, which ended in October, totaled $ 982 million. EA, meanwhile, had sales of $ 3. 67 billion in the year that ended March 31.

On Friday, EA Chief Executive John Riccitiello called Strauss Zelnick, chairman of Take-Two’s board, to discuss the offer. After further discussions over the weekend, EA agreed to hear Take-Two’s presentation.

In a letter made public Monday, Zelnick said the company “has made significant strides since EA first expressed interest” in Take-Two. In a separate statement, Zelnick said his company’s board remains “unwavering in its belief” that EA’s offer price was too low.

Shares of New York-based Take-Two slid $ 1. 09, or 4. 39 percent, to $ 23. 75 in trading Monday on the Nasdaq. This is still well above $ 17. 36, the stock’s closing price on Feb. 22, the last trading day before EA announced its offer of $ 25. 74 per share.

Shares of Redwood City, Calif.-based EA fell 48 cents, or 1 percent to $ 47. 76 in Nasdaq trading Monday.

If a deal does happen, EA has said it would give Take-Two’s creative teams — many of which have worked under a succession of CEOs over the past few years — a “stable management” that understands video games. Riccitiello took over at EA in April 2007 and has since reorganized the software publisher into a “city-state model,” with four game divisions and distinct, independent development studios.

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