Item 1.01 Entry into a Material Definitive Agreement
On June 1, 2021, Take-Two Interactive Software, Inc. (the "Company") entered
into an Agreement (the "Purchase Agreement") with Nordeus Holding Limited (the
"Seller") and the guarantors named therein (the "Guarantors"), pursuant to which
the Company acquired on such date 94.5% of the outstanding equity interests in
Nordeus Limited, a private limited company duly organized and existing under the
laws of Ireland ("Nordeus"), for initial upfront consideration of approximately
$120.5 million in cash (which amount represents the figure of $135 million less
the option purchase price described below and then adjusted for customary
closing date purchase price adjustments for cash and debt) and 515,181
unregistered shares (the "Closing Consideration Shares") of common stock of the
Company, par value $0.01 per share (the "Parent Common Stock"), calculated by
dividing $90 million by the weighted average closing price per share of the
Parent Common Stock on the Nasdaq Global Select Market during the thirty trading
day period ending on May 27, 2021, subject to a customary post-closing purchase
price adjustment to be resolved entirely in cash. The Company has the option to
purchase the remaining 5.5% of the outstanding equity interests of Nordeus for
cash consideration of approximately $12.4 million.
Pursuant to the terms of the Purchase Agreement, the Seller is entitled to
receive certain earn-out payments in cash, subject to and based upon the
achievement of certain EBITDA performance targets, payable after each of the
first and second 12-month periods beginning on the first day of the first new
calendar month following the closing date. The maximum aggregate amount of the
earn-out eligible to be paid under the Purchase Agreement is capped at $153
million.
The Closing Consideration Shares are subject to certain transfer restrictions
set forth in the Purchase Agreement and may only be transferred (subject to
customary exceptions) as follows: (i) an amount equal to 1/3 of the Closing
Consideration Shares may be transferred from and after the closing date, (ii) an
amount equal to 1/3 of the Closing Consideration Shares may be transferred from
and after the date falling three months after the Completion Date and (iii) an
amount equal to 1/3 of the Closing Consideration Shares may be transferred from
and after the date falling six months after the closing date. The Company has
agreed to register the resale of the Closing Consideration Shares pursuant to a
registration statement on Form S-3, to be filed no later than June 8, 2021.
The Purchase Agreement contains customary representations and warranties as well
as various covenants by the Company, the Seller and the Guarantors, including,
among others, an agreement by the Seller and the Guarantors not to solicit
Nordeus' and its subsidiaries' employees and a non-competition agreement by the
Seller and the Guarantors, in each case subject to certain limitations and
exceptions.
The foregoing description of the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, which will be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the period ending
June 30, 2021, and incorporated by reference herein. Upon its filing, the
Purchase Agreement provides investors and securityholders with information
regarding its terms. It is not intended to provide any other factual information
about the Company, Nordeus or their respective subsidiaries and affiliates. The
Purchase Agreement contains representations and warranties of the Company, on
the one hand, and the Seller and the Guarantors, on the other hand, made solely
for the benefit of the other. The assertions embodied in those representations
and warranties are qualified by information in confidential disclosure schedules
that the parties have exchanged in connection with signing the Purchase
Agreement. The disclosure schedules contain information that modifies, qualifies
and creates exceptions to the representations and warranties set forth in the
Purchase Agreement. Moreover, certain representations and warranties in the
Purchase Agreement were used for the purpose of allocating risk between the
Company, on the one hand, and the Seller and the Guarantors, on the other hand.
Accordingly, investors and securityholders should not rely on the
representations and warranties in the Purchase Agreement as characterizations of
the actual state of facts or condition of the Company, Nordeus or their
respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants may change after
the date of the Purchase Agreement, which subsequent information may or may not
be fully reflected in public disclosures.
Item 7.01 Regulation FD Disclosure.
On June 2, 2021, the Company issued a press release announcing the entry into
the Purchase Agreement, as described above under Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
into this Item 7.01. The information in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities under that Section.
Furthermore, the information in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed to
be incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
EXHIBIT
NO. DESCRIPTION
99.1 Press Release, dated June 2, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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TAKE-TWO INTERACTIVE SOFTWARE, INC. 
