COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
Take-Two common stock is listed on the Nasdaq under the symbol “TTWO” and Zynga common stock is listed on Nasdaq under the symbol “ZNGA.”
The following table sets forth the closing sale price per share of Take-Two common stock and Zynga common stock reported on Nasdaq, respectively, as of (1) January 7, 2022, the trading day before the public announcement of the execution of the merger agreement and (2) March 28, 2022, the latest practicable trading date before the date of this joint proxy statement/prospectus. The table also shows the estimated implied value of the per share merger consideration for each share of Zynga common stock as of the same two days. This implied per share value was calculated by adding (1) $3.50 to the product obtained by (2) multiplying the closing prices per share of Take-Two common stock on those dates by an exchange ratio of 0.03864 in the case of the implied per share value of the merger consideration as of January 7, 2022, calculated based on an assumed Take-Two common stock price equal to the closing price of Take-Two common stock of $164.60 as of such date, and an exchange ratio of 0.04064 in the case of the implied per share value of the merger consideration as of March 28, 2022, calculated based on an assumed Take-Two common stock price equal to the closing price of Take-Two common stock of $156.50 as of such date.
| Take-Two Common Stock |
Zynga Common Stock |
Implied Per Share Value of Merger Consideration |
||||||||||
| January 7, 2022 |
$ | 164.60 | $ | 6.00 | $ | 9.86 | ||||||
| March 28, 2022 |
$ | 156.50 | $ | 9.26 | $ | 9.86 | ||||||
The market prices of Take-Two common stock and Zynga common stock have fluctuated since the date of the announcement of the combination and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Zynga special meeting and the date the merger is completed and thereafter (in the case of Take-Two common stock). The number of shares of Take-Two common stock that Zynga stockholders will receive as consideration in the combination is not fixed and may change. The exchange ratio is not fixed within the two-way collar and will be adjusted for changes in the market price of Take-Two common stock prior to the effective time of the combination if the Take-Two common stock price is an amount equal to or between $156.50 and $181.88. In addition, the market value of the consideration payable to Zynga stockholders in the combination will fluctuate with the market price of Take-Two common stock if the Take-Two common stock price is an amount less than $156.50 or greater than $181.88. The Take-Two common stock price and the exchange ratio will not be determinable until the third trading day immediately preceding the closing date of the combination.
The value of the merger consideration to be received in exchange for each share of Zynga common stock when received by Zynga stockholders after the combination is completed could be greater than, less than or the same as shown in the table above. Accordingly, Take-Two stockholders and Zynga stockholders are advised to obtain current market quotations for Take-Two common stock and Zynga common stock in determining whether to vote in favor of the Take-Two share issuance proposal and the Take-Two charter amendment proposal, in the case of Take-Two stockholders, or the Zynga merger proposal, in the case of Zynga stockholders.
Take-Two has never declared or paid any cash dividends on its common stock. Take-Two anticipates retaining future earnings for the development, operation, and expansion of its business, and does not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, Take-Two’s ability to pay cash dividends on Take-Two common stock may be prohibited or limited by the terms of future debt financing arrangements.
Zynga has never declared nor paid any cash dividends on Zynga common stock. Under the terms of the merger agreement, Zynga is not permitted to declare, accrue, set aside, establish a record date for or pay any dividend or other distribution during the pre-closing period without the prior written consent of Take-Two.
