NEW YORK: Take-Two Interactive Software Inc. confirmed the proposal to acquire the entire issued share capital of UK-based game publisher and developer, Codemasters Group Holdings.

Take-Two Interactive Software has made a proposal to possibly acquire Codemasters at a price of 485 pence (approximately $6.40) per share, comprising 120 pence (approximately $1.58) per share in cash and 365 pence (approximately $4.82) per share payable in Take-Two stock.

The Possible Offer remains conditional on, among other things, the completion of confirmatory due diligence and the recommendation of the Board of Codemasters. Take-Two reserves the right to waive any of these requirements.

The Board of Codemasters confirmed that on October 14, 2020 to Take-Two and has confirmed today that, in the event that Take-Two announces a firm intention to make an offer pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, it is the current intention of the Board of Codemasters to recommend unanimously that Codemasters’ shareholders accept the Possible Offer.

Take-Two believes that the combination of Take-Two and Codemasters would bring together two world-class interactive entertainment portfolios, with a highly complementary fit between Take-Two’s 2K publishing label and Codemasters in the racing genre.

In addition, Take-Two believes that it can bring benefits to Codemasters’ performance by leveraging Take-Two’s global distribution network and 2K’s core operating expertise in publishing, including live operations, analytics, product development, and brand and performance marketing.

In accordance with Rule 2.6(a) of the Code, Take-Two is required, by not later than 12:00 p.m. ET on December 4, 2020, either to announce a firm intention to make an offer for Codemasters in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

While discussions are ongoing, there can be no certainty that a firm offer will be made for Codemasters by Take-Two.

Headquartered in New York City, Take-Two Interactive Software, Inc. is a leading developer, publisher and marketer of interactive entertainment for consumers around the globe. http://www.take2games.com