CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, the documents that Take-Two and Zynga refer you to in the registration statement and oral statements made or to be made by Take-Two and Zynga include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the “safe harbor provisions.” Statements contained or incorporated by reference in the registration statement of which this joint proxy statement/prospectus forms a part that are not historical facts are forward-looking statements, including statements regarding the anticipated benefits of the combination, the anticipated impact of the combination on the combined company’s business and future financial and operating results, the expected amount and timing of anticipated synergies from the combination, the anticipated timing of closing of the combination and other aspects of Take-Two’s or Zynga’s operations or operating results. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding the combined company’s financial results, operations, and other matters are intended to identify forward-looking statements that are intended to be covered by the safe harbor provisions. Investors are cautioned not to rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements in this report, including:
| • | the occurrence of any change, event, series of events or circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Take-Two to pay a termination fee to Zynga or require Zynga to pay a termination fee to Take-Two; |
| • | the inability to complete the combination due to the failure of Take-Two stockholders to approve the share issuance or of Zynga stockholders to adopt the merger agreement, or the failure to satisfy any of the other conditions to the completion of the combination, including regulatory approvals, in a timely manner or otherwise; |
| • | risks relating to fluctuations of the market value of Take-Two and Zynga’s common stock before the completion of the combination, including as a result of uncertainty as to the long-term value of the common stock of the combined company or as a result of broader stock market movements; |
| • | risks related to fluctuations in the number of shares of Take-Two common stock that Zynga stockholders will receive as consideration in the combination pursuant to the terms of the merger agreement, and risks that the market value of the consideration payable to Zynga stockholders in the combination will fluctuate with the market price of Take-Two common stock; |
| • | delays in closing, or the failure to close, the combination for any reason, could negatively impact Take-Two, Zynga or the combined company; |
| • | the risk that disruptions from the pendency of the combination will disrupt Take-Two’s or Zynga’s business, including current plans and operations, which may adversely impact Take-Two’s or Zynga’s respective businesses; |
| • | difficulties or delays in integrating the businesses of Take-Two and Zynga following completion of the combination or fully realizing the anticipated synergies or other benefits expected from the combination; |
| • | certain restrictions during the pendency of the combination that may impact the ability of Take-Two or Zynga to pursue certain business opportunities or strategic transactions; |
| • | the risk of legal proceedings that have been or may be instituted against Take-Two, Zynga, their directors and/or others relating to the combination; |
| • | the diversion of the attention of the respective management teams of Take-Two and Zynga from their respective ongoing business operations; |
| • | the risk that the combination or any announcement relating to the combination could have an adverse effect on the ability of Take-Two or Zynga to retain and hire key personnel; |
| • | the risk that uncertainty about the combination may adversely affect relationships with Take-Two and Zynga’s customers, partners, suppliers, and employees, whether or not the combination is completed; |
| • | the potentially significant amount of any costs, fees, expenses, impairments or charges related to the combination; |
| • | the potential dilution of Take-Two stockholders’ and Zynga stockholders’ ownership percentage of the combined company as compared to their ownership percentage of Take-Two or Zynga, as applicable, prior to the combination; |
| • | the business, economic, political and other conditions in the countries in which Take-Two or Zynga operate; |
| • | the effect of uncertainties related to the COVID-19 pandemic on U.S. and global markets, Take-Two’s or Zynga’s respective business, operations, revenue, cash flow, operating expenses, hiring, demand for their respective solutions, sales cycles, customer retention, and their respective customers’ businesses and industries; |
| • | Zynga directors and executive officers having interests in the combination that are different from, or in addition to, the interests of Zynga stockholders generally; and |
| • | the possibility that the combined company’s results of operations, cash flows and financial position after the combination may differ materially from the unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus. |
The forward-looking statements contained in this joint proxy statement/prospectus are also subject to additional risks, uncertainties, and factors, including those described in Take-Two’s and Zynga’s most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. See the section titled “Where You Can Find More Information.”
The forward-looking statements included in this report are made only as of the date hereof. Take-Two and Zynga do not undertake to update, alter or revise any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law.
