EA正在收购Take-two
2007年，一个总值189亿美元的天价并购方案，促成了Vivendi与暴雪的最终合作，同时也造就了新的地球上最大规模第三方发行商Activision Blizzard。原先的电子娱乐业老大EA自然是不肯轻易放弃盘踞多年的霸主宝座，也在积极酝酿着新的合并重组计划。今天，EA正式发起了他们对Activision Blizzard的第一轮反击，出价20亿美元收购“《横行霸道》系列”发行商Take-Two公司。
EA公司首席执行官John Riccitiello今天对外界表示，他们已经于上周二向Take-Two公司总裁Strauss Zelnick发出了并购邀请，且EA提出的现金收购方案，每股收购价比当时Take-Two的股票市值高出64%左右，总价值达20亿美元。然而Take-Two董事会并未就EA的收购方案做出任何回应，这才有了今天EA的这份官方声明。
EA官方在之前发给Zelnick的信中就已经明言，如果得不到答复或Take-Two董事会不公开EA提出的收购计划，那么EA将考虑通过媒体公开的方式将这一消息传达给广大股东和投资者，强迫Take-Two高层和董事会认真考虑EA的收购方案，这想必也是早已预料到Take-Two高层的反应而提前设下了埋伏。
Take-Two方面随后立即发表声明，就没有立刻回复EA的收购邀请一事做出了解释。Take-Two官方在声明中强调，EA所给出的收购价格，明显大大低估了Take-Two旗下众多知名游戏品牌的价值，再加上《横行霸道IV》4月29日首发的日益临近，Take-Two不会在现在这个节骨眼上讨论任何可能影响到游戏正常发售的收购方案。不过首席执行官Zelnick并没有彻底否决两家合作的可能性，表示愿意在4月30日以后考虑EA的建议。
如果EA能够成功将Take-Two纳入麾下，无疑将对其在电视游戏领域的版图扩张起到不可估量的巨大作用。首先，通过这次收购EA将得到对Rockstar Games以及《横行霸道》系列的控制权，此外还包括这家在业内颇受争议但却实力超群的开发商旗下的许多成人级游戏作品。
另外，鉴于目前EA公司的EA Sports与Take-Two旗下的2K Sports掌握着美国体育游戏市场的半壁江山，如果能够通过此次合并实现优势互补，那么EA在美国橄榄球、冰球、棒球和篮球游戏市场上将所向无敌。有意思的是，两家公司现在都各自有一款拳击题材的体育游戏正在开发中，如果能够成功合并，自然也就少了接下来相互拆台的竞争。
不了解T2的玩家，不妨听一下下面这些如雷灌耳的作品名：业界唯一可以和EA Sport对抗的2K Sport；侠盗猎魔（Manhunt）；湾岸赛车（Midnight Club）；黑暗（Darkness）；上古卷轴（The Elder Scrolls）；生化冲击（Bioshock）；地牢围攻（Dungeon Siege）；文明帝国（Civilization）；侠盗飞车（GTA）；马克斯.佩恩（Max Payne）；甚至更早期的毁灭公爵，英雄萨姆，铁路大亨都是现在2K的名下
EA致Take-two信件全文如下
February 19, 2008
Mr. Strauss Zelnick
Executive Chairman of the Board of Directors
Take-Two Interactive Software, Inc.
622 Broadway
New York, NY 10012
Dear Strauss:
Thank you for your letter of February 15, 2008. While I appreciate its courteous tone and value our ongoing dialogue, I am disappointed that you have rejected Electronic Arts Inc.'s ("EA's") $25 per share cash offer to acquire Take-Two Interactive Software, Inc. ("Take-Two") and declined to engage in the friendly negotiations we proposed. We continue to believe that an acquisition of Take-Two by EA is in the best interests of your shareholders, employees and other constituents, and we remain interested in acquiring Take-Two. So, to further demonstrate our seriousness and encourage you to move forward now, I am writing to increase EA's offer to acquire all of the outstanding shares of Take-Two to $26 per share in cash. This offer is subject to Take-Two agreeing by February 22, 2008 to commence negotiation of a definitive merger agreement and to permit EA to commence a limited due diligence review of Take-Two.
Our revised all-cash offer represents a 64% premium over Take-Two's most recent closing price and a 63% premium over Take-Two's 30-day trailing average price (based on prices as of market close on Friday, February 15th). We believe our offer represents a unique and compelling opportunity for Take-Two shareholders to maximize the value of their investment in the company, with materially lower risk than if Take-Two proceeds on a stand-alone basis.
We also believe that the transaction we are proposing represents a uniquely attractive opportunity for Take-Two's creative teams and key employees. EA is a diversified leader with well-established franchises and proven intellectual properties, global reach, and significant financial resources. I know we both agree that Take-Two's talented creative teams deserve a permanent home within a stable and growing publisher that provides these teams an environment to do what they do best - create great games. EA is organized in a four-label model that provides our creative teams the autonomy they need to fully realize their creative ambitions, while also providing a stable and supportive corporate and publishing infrastructure which allows them to best address the global marketplace. We have the resources to make the significant investments in technology and infrastructure needed for the most creative and innovative games in the industry. In short, a combination with EA would provide Take-Two's studios and employees a combination of the right resources for investment and global reach, and the right environment to do their best work.
We believe that Take-Two's shareholders would not be well-served by any further delay in negotiating and completing the proposed merger. While the videogame industry remains an attractive, high-growth business, the challenges and risks in the business are escalating, and the need for scale is becoming more pronounced. Despite steps taken since March 2007, Take-Two remains dependent on a limited number of titles, and has limited capital resources. In addition, Take-Two faces ongoing financial, legal and operating issues and a very intense competitive environment. Given these factors, we believe it will be increasingly difficult for Take-Two to create sustainable shareholder value and that Take-Two remains exposed to considerable risk of value loss.
We also believe that any delay in this proposed transaction works against the interest of Take-Two's shareholders, because:
-- There can be no certainty that in the future EA or any other buyer would pay the same high premium we are offering today. We place significant value on the ability to close the transaction relatively quickly so that EA's strong publishing and distribution network, including our global packaged goods, online and wireless publishing organizations, can positively impact the catalogue sales of GTA IV and also the launch and sale of titles released later this year. We want to work with you and your team to complete the transaction in time to begin realizing its significant marketplace benefits in advance of this year's holiday selling season.
-- We believe Take-Two's current share price already reflects investor expectations for a strong release of GTA IV as well as the longer-term issues that Take-Two faces. Once GTA IV ships, Take-Two will again be dependent on less-popular titles and face increasing challenges to compete with larger and better-capitalized competitors.
-- With GTA IV shipping on April 29, development on this important title must now be essentially complete. We believe now is the right time to complete a transaction with minimal disruption for Take-Two.
We also believe the transaction we are proposing will create value for EA's shareholders. In addition to the top-line benefits noted above, we can achieve bottom-line benefits by combining Take-Two's and EA's corporate and publishing infrastructures and by optimally supporting Take-Two's creative teams and intellectual properties in EA's decentralized label structure.
Considerable thought, time and resources have been put forth in developing this offer, and our Board of Directors unanimously supports it. Our offer is not conditioned on any financing requirement. It is subject to the satisfactory completion of a due diligence review of Take-Two, the negotiation and execution of mutually acceptable definitive transaction agreements, and the satisfaction of customary conditions to be set forth in such agreements. We are prepared to move forward immediately with formal due diligence and the negotiation and execution of a definitive merger agreement and believe that with adequate access to the necessary information and people, we can complete both in approximately two weeks. We believe that our due diligence review can be completed with minimal disruption, requiring only limited access to a small number of senior executives of Take-Two and its legal, accounting and financial advisors. We also have prepared a draft merger agreement that we can forward to you immediately.
Our strong preference is to conduct a private negotiation. If you are unwilling to proceed on that basis, however, we may pursue other means, including the public disclosure of this letter, to bring our offer and the compelling value it represents to the attention of Take-Two's shareholders.
I am available to meet and discuss any and all aspects of this proposal with you and your Board. Again, we believe this proposal represents a unique opportunity to maximize value for Take-Two's shareholders, and that the combined enterprise would be extraordinarily well positioned to build value for our respective customers, employees, developers and other business partners. We hope that you and your Board share our enthusiasm, and we look forward to hearing back from you by February 22.
