Opinion of LionTree Advisors, LLC

neither J.P. Morgan nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with Take-Two. During the two years preceding the date of J.P. Morgan’s opinion letter, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Zynga for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on Zynga’s offering of debt securities in December 2020. An affiliate of J.P. Morgan has committed to arrange and/or provide financing to Take-Two in connection with the merger for customary compensation. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Zynga and Take-Two. During the two year period preceding delivery of its opinion, the aggregate fees recognized by J.P. Morgan from Take-Two were approximately $0.8 million and from Zynga were approximately $4.5 million. In the ordinary course of its businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Zynga or Take-Two for its own account or for the accounts of customers and, accordingly, J.P. Morgan may at any time hold long or short positions in such securities or other financial instruments.

Opinion of LionTree Advisors, LLC

The Take-Two board of directors retained LionTree to act as a financial advisor to the Take-Two board of directors in connection with the combination. On January 9, 2022 at a meeting of the Take-Two board of directors held to evaluate the combination, LionTree rendered its oral opinion to the Take-Two board of directors (which was subsequently confirmed in writing by delivery of LionTree’s written opinion dated January 9, 2022 addressed to the Take-Two board of directors) that, as of such date, the merger consideration to be paid by Take-Two pursuant to the merger agreement was fair, from a financial point of view, to Take-Two, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by LionTree in preparing its opinion.

LionTree’s opinion was provided to the Take-Two board of directors (in its capacity as such) and only addressed the fairness, from a financial point of view, of the merger consideration to be paid by Take-Two pursuant to the merger agreement. The summary of LionTree’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this joint proxy statement/prospectus and incorporated herein by reference, and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by LionTree in preparing its opinion. However, neither LionTree’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus constitute a recommendation to any holder of Take-Two common stock as to how such stockholder should vote or act on any matter relating to the merger or any other matter.

In arriving at its opinion, LionTree, among other things:

•

reviewed a draft execution version, dated January 9, 2022, of the merger agreement;

•

reviewed certain publicly available business and financial information relating to Zynga and Take-Two;

•

reviewed certain historical financial information and other data relating to Take-Two and Zynga that were provided to LionTree by the management of Take-Two and Zynga, respectively, approved for LionTree’s use by Take-Two, and not publicly available;

•

reviewed certain internal financial forecasts, estimates, and other data relating to the business and financial prospects of Take-Two that were provided to LionTree by the management of Take-Two, approved for LionTree’s use by Take-Two, and not publicly available, including the Take-Two standalone projections (as defined and summarized in the section “—Take-Two Unaudited Prospective Financial Information”);

•

reviewed certain internal financial forecasts, estimates, and other data relating to the business and financial prospects of Zynga that were provided to LionTree by the management of Zynga, approved for LionTree’s use by Take-Two, and not publicly available, including the Zynga standalone projections as of December 2021 (as defined and summarized in the section “—Zynga Unaudited Prospective Financial Information”);

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reviewed the synergy projections prepared by the management of Take-Two and approved for LionTree’s use by Take-Two;

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conducted discussions with members of the senior management of Take-Two and Zynga concerning the business, operations, historical financial results, and financial prospects of Take-Two and Zynga, the synergy projections and the combination;

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reviewed current and historical market prices of the Take-Two common stock and the Zynga common stock;

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reviewed certain financial and stock market data of Take-Two and Zynga and compared that data with similar publicly available data for certain other companies;

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reviewed certain pro forma effects relating to the merger, including the effects of anticipated financings, prepared by management of Take-Two and approved for LionTree’s use by Take-Two; and

•

conducted such other financial studies, analyses and investigations, and considered such other information, as LionTree deemed necessary or appropriate.

In connection with LionTree’s review, with the Take-Two board of directors’ consent, LionTree assumed and relied upon, without independent verification, the accuracy and completeness, of the information provided to, discussed with, or reviewed by LionTree for the purpose of its opinion. In addition, with the Take-Two board of directors’ consent, LionTree did not made any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Take-Two or Zynga, or any of their respective subsidiaries, nor was LionTree furnished with any such evaluation or appraisal. With respect to the Take-Two standalone projections, Zynga standalone projections as of December 2021, estimates, synergy projections and pro forma effects referred to above, LionTree assumed, with the Take-Two board of directors’ consent and based on advice of management of Take-Two and Zynga, that such forecasts have been reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the management of Take-Two and Zynga as to the future financial performance of their respective companies. LionTree expressed no opinion with respect to such forecasts or estimates (including any synergies or pro forma effects). LionTree also made certain assumptions, with the Take-Two board of directors’ consent, with respect to the treatment of and/or adjustments under the terms of the convertible senior notes indentures and the capped call documentation (both as defined in the merger agreement), in connection with the combination. LionTree also assumed, with the Take-Two board of directors’ consent, that the merger will have the tax consequences contemplated by the merger agreement. LionTree’s opinion did not address any legal, regulatory, taxation, or accounting matters, as to which LionTree understand that you have obtained such advice as you deemed necessary from qualified professionals, and LionTree assumed the accuracy and veracity of all assessments made by such advisors to Take-Two with respect to such matters. LionTree’s opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information available to LionTree as of, the date of the opinion and LionTree’s opinion speaks only as of the date thereof.

LionTree’s opinion did not address Take-Two’s underlying business decision to engage in the combination, or the relative merits of the combination as compared to other business strategies or mergers that might be available to Take-Two. LionTree also expressed no view as to, and its opinion did not address, the solvency of Take-Two, Zynga or any other entity under any state, federal, or other laws relating to bankruptcy, insolvency, or similar matters. LionTree’s opinion addressed only the fairness from a financial point of view, as of the date thereof, to Take-Two of the merger consideration to be paid by Take-Two pursuant to the merger agreement. LionTree had

not been asked to, nor did LionTree, offer any opinion as to the terms, other than the merger consideration to the extent expressly specified herein, of the merger agreement or any related documents or the form of the combination or any related merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Take-Two, Zynga, or any of their respective affiliates. LionTree were not asked to, nor did LionTree, offer any opinion with respect to any allocation of the merger consideration to be paid pursuant to the merger (or any portion thereof), or the fair market value of Take-Two, Zynga, the Take-Two common stock, or Zynga common stock. In addition, LionTree expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors, or employees of any parties to the merger, or any class of such persons, whether relative to the merger consideration to be paid pursuant to the merger or otherwise. LionTree’s opinion letter should not be construed as creating any fiduciary duty on the part of LionTree (or any of its affiliates) to any party. LionTree expressed no opinion as to what the value of the Take-Two common stock will be when issued pursuant to the merger, the prices at which the Zynga common stock or Take-Two common stock will trade at any time, or the potential effects of volatility in the credit, financial, and stock markets on Take-Two, Zynga, or the combination.

In rendering its opinion, LionTree assumed, with the consent of the Take-Two board of directors, that except as would not be in any way meaningful to LionTree’s analysis: (i) the final executed form of the merger agreement would not differ from the draft execution version that LionTree reviewed, (ii) the representations and warranties of the parties to the merger agreement, and the related merger documents, are true and correct, (iii) the parties to the merger agreement, and the related merger documents, will comply with and perform all covenants and agreements required to be complied with or performed by such parties under the merger agreement and the related merger documents, and (iv) the merger will be consummated in accordance with the terms of the merger agreement and related merger documents, without any waiver or amendment of any term or condition thereof. LionTree also assumed, at the direction of the Take-Two board of directors, that all governmental, regulatory, or other third-party consents and approvals necessary for the consummation of the merger or otherwise contemplated by the merger agreement would be obtained without any adverse effect on Zynga, Take-Two, or on the expected benefits of the merger in any way meaningful to LionTree’s analysis.

LionTree’s opinion was provided for the benefit of the Take-Two board of directors (in its capacity as such) in connection with, and for the sole purpose of, its evaluation of the merger, and did not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any other matter.

In rendering its opinion to the Take-Two board of directors, LionTree performed a variety of analyses, including those described below. The summary of LionTree’s analyses is not a complete description of the analyses underlying LionTree’s opinion. The preparation of a fairness opinion involves various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. Consequently, neither a fairness opinion nor its underlying analyses is readily susceptible to summary description. LionTree arrived at its opinion based on the results of all analyses undertaken by it, assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor and did not attribute any particular weight to any analysis or factor it considered. Accordingly, LionTree believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors or focusing on information presented in tabular format, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the process underlying LionTree’s analyses and opinion. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques.

In performing its analyses, LionTree considered general business, economic, industry, regulatory and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of

its opinion. LionTree’s analyses involved judgments and assumptions with regard to general business, economic, industry, regulatory and market conditions, financial and otherwise, and other matters, many of which are beyond the control of the parties to the merger agreement, such as the impact of competition on the business of the parties and on the industry generally, industry growth and the absence of any material change in the financial condition and prospects of the parties or the proposed merger, and an evaluation of the results of those analyses is not entirely mathematical. LionTree believes that mathematical derivations (such as determining mean and median) of financial data are not by themselves meaningful and should be considered together with qualities, judgments, and informed assumptions. The estimates contained in the forecasts and the implied reference range values indicated by LionTree’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. Additionally, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the parties. Much of the information used in, and accordingly the results of, LionTree’s analyses are inherently subject to substantial uncertainty.

LionTree’s opinion was provided to the Take-Two board of directors in connection with its evaluation of the merger and was only one of many factors considered by the Take-Two board of directors in evaluating the merger. Neither LionTree’s opinion nor its analyses was determinative of the merger consideration selected for the merger or of the views of the Take-Two board of directors or Take-Two’s management with respect to their decision to pursue the merger or the merger consideration to be received thereunder. The type and amount of consideration payable in the merger were determined through negotiation between Take-Two and Zynga, and the decision to enter into the merger agreement was solely that of the Take-Two board of directors. LionTree did not recommend any specific type or amount of consideration to Take-Two or the Take-Two board of directors, nor did it recommend that any specific type or amount of consideration constituted the only appropriate merger consideration for the merger.

The Take-Two board of directors selected LionTree as its financial advisor because LionTree is an internationally recognized investment banking firm that has substantial experience in mergers similar to this merger, and because of its significant prior experience with the industries in which Take-Two and Zynga operate. As compensation for its services, Take-Two has agreed to pay LionTree a fee of $34.0 million in the aggregate, of which $3.0 million was payable upon delivery of LionTree’s opinion and $31.0 million is contingent and payable upon the effective time. Take-Two has also agreed to reimburse LionTree for certain of its expenses arising, and indemnify LionTree against certain liabilities that may arise, out of LionTree’s engagement. In the two years prior to the date of LionTree’s opinion, neither LionTree nor its affiliates have provided investment banking services to Zynga, Take-Two, or any of their respective affiliates. In the ordinary course of business, certain of LionTree’s employees and affiliates, or entities in which they have invested, may hold or trade, for their own accounts and the accounts of their investors, securities of Zynga and Take-Two, and, accordingly, may at any time hold a long or short position in such securities. The issuance of LionTree’s opinion was approved by an authorized committee of LionTree.

Financial Analyses of Take-Two’s Financial Advisors

The following summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan and LionTree (collectively, “Take-Two’s financial advisors”). The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Take-Two’s financial advisors believe that the following summary and their analyses must be considered as a whole and that selecting portions of the following summary and these analyses, without considering all of their analyses as a whole, could create an incomplete view of the processes underlying the analyses and their respective opinions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described below were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of Take-Two’s financial advisors with respect to the actual value of Zynga or Take-Two. The order of analyses described does not represent the relative importance or weight

given to those analyses by Take-Two’s financial advisors. In arriving at their opinions, Take-Two’s financial advisors did not attribute any particular weight to any analyses or factors considered by it and did not form opinions as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support their opinions. Rather, Take-Two’s financial advisors considered the totality of the factors and analyses performed in determining their respective opinions.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Take-Two’s financial advisors are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Take-Two’s financial advisors’ analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the below summary is identical or directly comparable to Zynga or Take-Two, as the case may be, and may have characteristics that are materially different from those of Zynga or Take-Two, as applicable, and none of the selected mergers reviewed was identical to the proposed merger. Certain of these mergers may have characteristics that are materially different from those of the proposed merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses which, for purposes of Take-Two’s financial advisors’ analysis, may be considered to be sufficiently analogous in certain respects to that of Zynga or Take-Two, or aspects thereof based on Take-Two’s financial advisors’ experience and familiarity with the industries in which the companies operate. The mergers selected were similarly chosen by Take-Two’s financial advisors, based on their experience and professional judgment, because their participants, size and certain other factors, for purposes of Take-Two’s financial advisors’ analysis, may be considered similar to the participants in size and certain other aspects of the proposed merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Zynga or Take-Two and the mergers compared to the proposed merger.

Public Trading Multiples Analysis

Zynga

Using publicly available information, Take-Two’s financial advisors compared selected financial and market data of Zynga with similar data for selected publicly traded companies engaged in businesses which, for purposes of their analysis, Take-Two’s financial advisors considered to be sufficiently analogous to Take-Two’s business, including the following selected companies (“Zynga selected companies”):

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Activision Blizzard, Inc.

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Electronic Arts Inc.

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Applovin Corporation

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Netmarble Corp.

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Playtika Holding Corp.

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Stillfront Group

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SciPlay Corporation

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Modern Times Group MTG AB

None of the Zynga selected companies reviewed is identical or directly comparable to Zynga and may have characteristics that are materially different from those of Zynga. However, the Zynga selected companies were selected, among other reasons, because they are publicly traded companies engaged in operations and businesses which, for purposes of Take-Two’s financial advisors analysis, may be considered to be sufficiently analogous in

certain respects to Zynga’s operations and businesses or aspects thereof based on Take-Two’s financial advisors experience and familiarity with the industries in which the companies operate. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the Zynga selected companies and other factors that could affect the Zynga selected companies differently than they would affect Zynga.

With respect to the Zynga selected companies, Take-Two’s financial advisors calculated, for each selected company, among other things, the ratio of enterprise value (calculated as equity value plus or minus, as applicable, net debt or net cash, plus preferred stock and non-controlling interest) to Wall Street research analyst median consensus estimates of adjusted earnings before interest, tax, depreciation and amortization, unburdened by stock based compensation expense (referred to in this section as “Adjusted EBITDA”), for each of the twelve-month periods ending March 31, 2023 and March 31, 2024 (referred to in this section as “EV/FY2023E Adjusted EBITDA” and “EV/FY2024E Adjusted EBITDA”, respectively). Financial estimates and market data for the Zynga selected companies were based on the Zynga selected companies’ public filings and information obtained from FactSet Research Systems (“FactSet”) as of January 7, 2022. Take-Two’s financial advisors also calculated EV/FY2023E Adjusted EBITDA and EV/FY2024E Adjusted EBITDA for Zynga, based on Wall Street research analyst median consensus estimates. Take-Two’s financial advisors observed that the EV/FY2023E Adjusted EBITDA multiples for the selected companies ranged from a low of 6.3x to a high of 28.3x (with a mean of 12.1x and a median of 10.3x), and the EV/FY2024E Adjusted EBITDA multiples for the selected companies ranged from a low of 5.8x to a high of 20.6x (with a mean of 10.8x and a median of 9.4x).

Based on the above analysis and other factors that Take-Two’s financial advisors considered appropriate based on their experience and professional judgment, Take-Two’s financial advisors selected an EV/FY2023E Adjusted EBITDA multiple reference range of 9.5x to 10.5x and an EV/FY2024E Adjusted EBITDA multiple reference range of 8.5x to 9.5x, and applied those multiple reference ranges to Zynga’s estimated Adjusted EBITDA for the twelve-month periods ending March 31, 2023 and March 31, 2024, respectively, as provided in the Zynga standalone projections as of December 2021. This analysis indicated the following ranges of implied equity values per share of Zynga common stock (in each case, rounded to the nearest $0.10), as compared to the implied value of the merger consideration of $9.86 per share of Zynga common stock (calculated by multiplying $169.19, the volume-weighted-average-price of Take-Two’s common stock for the three trading days ended January 7, 2022, by the midpoint of the exchange ratio provided for in the merger agreement of 0.0376x, and adding the cash consideration of $3.50 per share):

		Implied Equity Value Per Share
		Low		High
EV/FY2023E Adjusted EBITDA		$5.20		$5.80
EV/FY2024E Adjusted EBITDA		$5.60		$6.30

Take-Two

Using publicly available information, Take-Two’s financial advisors compared selected financial and market data of Take-Two with similar data for selected publicly traded companies engaged in businesses which, for purposes of their analysis, Take-Two’s financial advisors considered to be sufficiently analogous to Take-Two’s business, including the following selected companies (“Take-Two selected companies”):

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Activision Blizzard, Inc.

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Electronic Arts Inc.

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The Nexon, Co., Ltd.

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Embracer Group AB

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Ubisoft Entertainment SA

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CD Projekt S.A.

None of the Take-Two selected companies reviewed is identical or directly comparable to Take-Two and may have characteristics that are materially different from those of Take-Two. However, the Take-Two selected companies were selected, among other reasons, because they are publicly traded companies engaged in operations and businesses which, for purposes of Take-Two’s financial advisors analysis, may be considered to be sufficiently analogous in certain respects to Take-Two’s operations and businesses or aspects thereof based on Take-Two’s financial advisors experience and familiarity with the industries in which the companies operate. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the Take-Two selected companies and other factors that could affect the Take-Two selected companies differently than they would affect Take-Two.

With respect to the Take-Two selected companies, Take-Two’s financial advisors calculated, for each selected company, among other things, (i) the EV/FY2024E Adjusted EBITDA multiple, and (ii) the ratio of share price as of January 7, 2022 to Wall Street research analyst median consensus estimates of earnings per share for the twelve-month period ending March 31, 2024 (referred to in this section as “Forward P/FY2024E Adjusted Earnings Per Share”, respectively). Financial estimates and market data for the Take-Two selected companies were based the Take-Two selected companies’ public filings and information obtained from FactSet as of January 7, 2022. Take-Two’s financial advisors observed that the EV/FY2024E Adjusted EBITDA multiples for the selected companies ranged from a low of 7.5x to a high of 29.2x (with a mean of 13.7x and a median of 9.7x), and the Forward P/FY2024E Adjusted Earnings Per Share multiples for the selected companies ranged from a low of 14.5x to a high of 39.7x (with a mean of 20.2x and a median of 16.0x).

Based on the above analysis and other factors that Take-Two’s financial advisors considered appropriate based on their experience and professional judgment, Take-Two’s financial advisors selected an EV/FY2024E Adjusted EBITDA multiple reference range of 9.5x to 15.5x and an Forward P/FY2024E Adjusted Earnings Per Share multiple reference range of 14.5x to 21.5x, for Take-Two, and applied those multiple reference ranges to Take Two’s estimated Adjusted EBITDA for the twelve-month periods ending March 31, 2024 and Take-Two’s adjusted earnings per share for the twelve-month periods ending March 31, 2024, respectively, as provided in the Take-Two standalone projections. This analysis indicated the following ranges of implied equity values per share of Take-Two common stock, in each case, rounded to the nearest $0.10, as compared to the $164.60 closing stock price of Take-Two common stock as of January 7, 2022:

		Implied Equity Value Per Share
		Low				High
EV/FY2024E Adjusted EBITDA		$	108.70			$	164.80
Forward P/FY2024E Adjusted Earnings Per Share		$	108.90			$	161.40

Transaction Multiples Analysis

Using publicly available information, Take-Two’s financial advisors examined a number of transactions announced in 2015 or later involving companies that, for purposes of Take-Two’s financial advisors’ analysis and based on their experience and professional judgment, were considered similar to Zynga’s business.

Date Announced		Acquirer		Target
November 2015		Activision Blizzard		King Digital (1)
June 2016		Tencent		Supercell (1)
July 2016		Giant Network		Playtika (1)
April 2017		DoubleU Games		DoubleDown
August 2017		Aristocrat		Plarium
November 2017		Aristocrat		Big Fish

Date Announced		Acquirer		Target
December 2018		Zynga		Small Giant (1)
December 2020		Electronic Arts		Codemasters
December 2020		Modern Times Group		Hutch (1)
February 2021		Embracer Group		EasyBrain
February 2021		Electronic Arts		GLU
June 2021		Electronic Arts		Playdemic
August 2021		Playtika		Reworks (1)

(1)	This transaction was included for purposes of LionTree’s analysis, but was included for reference only for purposes of J.P. Morgan’s analysis.

None of the selected transaction reviewed was identical to the proposed merger. Certain of these transactions may have characteristics that are materially different from those of the proposed merger. However, the transactions selected were chosen because the participants in and certain other aspects of the transactions, for purposes of Take-Two’s financial advisors’ analysis, may be considered similar to the participants in and aspects of the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the merger.

Take-Two’s financial advisors calculated, for each selected transaction, among other things, the ratio of the enterprise value implied by the consideration paid in such transaction (calculated as described above) to the target company’s Adjusted EBITDA for the last twelve calendar-month period prior to the announcement of the applicable transaction (referred to in this section as “EV/LTM Adjusted EBITDA”). Financial information for the target companies was based on press releases, information obtained from FactSet, and the target companies’ public filings, including filings made in connection with the applicable selected transaction. J.P, Morgan observed that the EV/LTM Adjusted EBITDA multiples for the selected transactions ranged from a low of 9.1x to a high of 29.9x (with a mean of 16.8x and a median of 11.9x). LionTree observed that the EV/LTM Adjusted EBITDA multiples for the selected transactions ranged from a low of 5.7x to a high of 29.9x (with a mean of 11.6x and a median of 14.7x).

Based on the results of this analysis and other factors that Take-Two’s financial advisors considered appropriate based on their experience and professional judgment, Take-Two’s financial advisors selected an EV/LTM Adjusted EBITDA multiple reference range of 10.0x to 30.0x, and applied that multiple reference ranges to Zynga’s estimated Adjusted EBITDA for the twelve-month period ending March 31, 2022, as provided in the Zynga standalone projections as of December 2021. This analysis indicated a range of implied equity values per share of Zynga common stock (rounded to the nearest $0.10) of $5.00 to $15.70, as compared to the implied value of the merger consideration of $9.86 per share of Zynga common stock.

Discounted Cash Flow Analysis

Take-Two’s financial advisors performed separate discounted cash flow analyses of Zynga and Take-Two for the purpose of determining ranges of implied equity values per share of Zynga common stock and Take Two common stock.

Zynga

Take-Two’s financial advisors performed a discounted cash flow analysis of Zynga using the unlevered, after-tax free cash flows that Zynga was forecasted to generate from January 1, 2022 through December 31, 2024, as provided in the Zynga standalone projections as of December 2021, with and without taking into account the synergy projections that were expected to result from the merger during the applicable periods from April 1, 2022 through March 31, 2027. For purposes of these analyses, stock-based compensation was treated as a cash expense, and the impact of potential cash proceeds from capped-call unwind were excluded at the direction of Take-Two management.

Take-Two’s financial advisors calculated a range of implied terminal values for Zynga by applying to the unlevered, after-tax free cash flows that Zynga is forecasted to generate in the terminal year, as provided by Take-Two management, to a selected range of perpetuity growth rates of 1.50% to 2.50%, as provided by Take-Two management. The unlevered free cash flows and the range of terminal values, in each case, with and without synergy projections, were then discounted to present values, as of December 31, 2021, using a selected range of discount rates of 6.50% to 7.50%, which were chosen by Take-Two’s financial advisors based upon an analysis of the weighted average cost of capital of Zynga. This analysis indicated ranges of implied equity values per share of Zynga common stock (rounded to the nearest $0.10), of $7.40 to $11.10 without accounting for synergies and $10.70 to $16.00 including synergies, as compared to the implied value of the merger consideration of $9.86 per share of Zynga common stock.

Take-Two

Take-Two’s financial advisors performed a discounted cash flow analysis of Take-Two using the unlevered, after-tax free cash flows that Take-Two was forecasted to generate from January 1, 2022 through March 31, 2025, as provided in the Take-Two standalone projections. For purposes of these analyses, stock-based compensation was treated as a cash expense.

Take-Two’s financial advisors calculated a range of implied terminal values for Take-Two by applying to the unlevered, after-tax free cash flows that Take-Two is forecasted to generate in the terminal year, as reflected in the Take-Two standalone projections, to a selected range of perpetuity growth rates of 2.50% to 3.50% as provided by Take-Two management. The unlevered free cash flows, and the range of terminal values were then discounted to present values, as of December 31, 2021, using a selected range of discount rates of 6.50% to 7.50%, which were chosen by Take-Two’s financial advisors based upon an analysis of the weighted average cost of capital of Take-Two. This analysis indicated a range of implied equity value per share of Take-Two common stock (rounded to the nearest $0.10) of $151.50 to 238.50, as compared to the $164.60 closing stock price of Take-Two common stock as of January 7, 2022.

Relative Value Analysis

Based upon the range of implied equity values for shares of common stock of each of Zynga and Take-Two derived pursuant to the “—Public Trading Multiples Analysis” and “—Discounted Cash Flow Analysis” described above, Take-Two’s financial advisors calculated ranges of implied exchange ratios of a share of Zynga common stock to a share Take-Two common stock and then compared those ranges of implied exchange ratios to the range of exchange ratios provided in the merger agreement of 0.0350x to 0.0406x.

For each of the analyses referred to above, Take-Two’s financial advisors calculated the ratio implied by dividing the low end of each implied equity value per share of Zynga common stock by the high end of each implied equity value per share of Take-Two common stock. Take-Two’s financial advisors also calculated the ratio implied by dividing the high end of each implied equity value per share of Zynga common stock by the low end of each implied equity value per share of Take-Two common stock. Take-Two’s financial advisors adjusted each resulting exchange ratio for the cash consideration pursuant to the merger agreement of $3.50 per share.

This analysis implied the following ranges of exchange ratios, compared in each case to the range of exchange ratios provided in the merger agreement of 0.0350x to 0.0406x:

Comparison		Range of Implied Exchange Ratios
Public Trading Multiples Analysis
FV/2024E Adjusted EBITDA		0.0129x – 0.0262x
Discounted Cash Flow Analysis
With Synergies		0.0302x – 0.0825x
Without Synergies		0.0162x – 0.0504x