DealZone

There’s 10 percent more 8-K in that Take-Two filing

April 2, 2008

gta.jpgGrand Theft Auto publisher Take-Two, currently fending off a $2 billion hostile bid from Electronic Arts, filed an “8-K” last week, along with an attachment titled “Investor/Media Key Q&A for 14D9 Filing.” A Take-Two spokesman couldn’t tell us what the document was used for, but the format suggests it’s a list of potential questions executives could get asked by journalists, with answers they should stick to. Pretty helpful in these days of M&A warfare, especially when you consider the extra insight on offer — that Take-Two evidently forgot to delete — on what to say and how to say it.

Here’s Question No. 7, on expressions of interest Take-Two has received (including the part in brackets):

7. What other indications of interest has the company received? How serious have these indications been? Will you disclose other offers?

  • We believe Take-Two is a unique and highly attractive asset.
  • The Company has received indications of interest from third parties with respect to possible transactions since EA’s announcement and has continued to receive additional expressions of serious [are we going with "serious" - I don't know the facts, but saw that serious was bracketed elsewhere] interest since our last filing.
  • While no substantive discussions have yet occurred, we intend to actively pursue all strategic alternatives after April29th that may result in a better alternative to the EA Offer.

And here’s Question No. 21, on the date for the annual meeting (note the third bullet point):

21. What is the record date of the annual meeting this year? Is there a chance you will need to change the record date?

  • February19, 2008.
  • We do not intend to change the record date
  • If you would like, you could also say something along the lines of “The record date was set in accordance with legal requirements. There is no need to change the record date.” Of course, this answer may change if the judge rules against us on April11.

And here’s a link to the entire filing: http://sec.gov/Archives/edgar/data/946581/000104746908003471/a2184226zex-99_2.htm

Photo credit: Reuters

Comments
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good questions with insight!

 

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