Summary of the synergy projections

company to achieve an estimated $100 million of annual cost synergies within the first two years following the completion of the combination, which are not depicted in the table, with, among other assumptions, an estimated 50% phase-in of annual cost synergies in the first year after the completion of the combination and 100% phase-in of annual cost synergies by the end of the second year following the completion of the combination and an estimated $50 million in restructuring costs incurred to achieve the cost synergies in the first year following the completion of the combination, which are not depicted in the below chart. The Net Bookings opportunities information summarized in the table below as well as such cost synergies are collectively referred to as the “synergy projections”. Take-Two management made various assumptions when preparing the synergy projections, including certain assumptions regarding: the feasibility of developing certain of the mobile titles and timely delivery of the titles included in the projections; the ability to effectively acquire and attract mobile users for future developed titles; the ability to successfully apply Zynga’s ad-tech platform to existing Take-Two mobile titles; a stable economic environment; sufficient talent and resources to execute on its plans; continued consumer acceptance of mobile titles and platforms; stable foreign exchange rates; and the risks described herein under the section titled “Risk Factors” and in Take-Two’s filings with the SEC, as listed under the section titled “Where You Can Find More Information.”

		Fiscal year ended March 31
		2023E				2024E				2025E				2026E				2027E
		(in millions)
Annual Net Bookings Opportunities (1)		$	27			$	185			$	305			$	495			$	641
Operating Contribution from Net Bookings Opportunities (2)		$	2			$	43			$	85			$	162			$	252

(1)	Net Bookings is defined as the net amount of products and services sold digitally or sold-in physically during the period, and includes licensing fees, merchandise, in-game advertising, strategy guides and publisher incentives.

(2)

Operating Contribution from Net Bookings Opportunities is calculated by taking GAAP net income from Net Bookings Opportunities adjusted to exclude the net effect from deferred net revenue and related costs of goods sold, stock-based compensation, impact of business reorganization, amortization and impairment of acquired intangibles, business acquisition costs, one-time gains or losses on long-term investments, interest, depreciation, and tax expenses. Operating Contribution from Net Bookings Opportunities does not include any contribution from the expected cost synergies.

Zynga Unaudited Prospective Financial Information

In connection with Zynga’s strategic planning process, Zynga management prepares a long-range plan for Zynga and regularly makes updates to Zynga’s long-range plan, including to reflect actual results and trends and changes in Zynga’s performance and the industry in which it operates. As described in the section titled “—Background of the Combination,” during the period in which it was engaged in discussions with Take-Two and certain other parties with respect to a potential transaction, Zynga management prepared and reviewed with the Zynga board of directors a long-range plan for Zynga which included certain unaudited prospective financial information for prospective periods in Zynga’s fiscal years 2021 through 2024 for Zynga as an independent company, and reviewed with the Zynga board of directors updates to the long-range plan made over such period. The tables below summarize (i) the unaudited prospective financial information of Zynga included in the Zynga long-range plan as approved by the Zynga board of directors on October 6, 2021, which financial information is referred to as the “Zynga standalone projections as of October 2021” and (ii) the unaudited financial prospective financial information of Zynga included in the Zynga long-range plan as updated by Zynga management as of, and approved by the Zynga board of directors on, December 29, 2021, which financial information is referred to as the “Zynga standalone projections as of December 2021” and, together with the Zynga standalone projections as of October 2021, the “Zynga standalone projections.” The Zynga standalone projections were prepared treating Zynga as an independent company, without giving effect to the combination, including (i) any impact of the negotiation or execution of the merger agreement or the combination and the evaluation of potential strategic alternatives; (ii) the expenses that have been and may be incurred in connection with the combination or the

consummation thereof or potential strategic alternatives; (iii) the potential synergies that may be achieved by the combined company as a result of the combination; (iv) the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the combination; or (v) the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed but that were instead altered, accelerated, postponed or not taken in anticipation of the combination.

As described in the section titled “—Take-Two Unaudited Prospective Financial Information,” Take-Two management (i) prepared and provided to Zynga and its financial advisor certain unaudited prospective financial information of Take-Two on a standalone basis for fiscal years 2022 through 2025, which financial information is referred to as the “Take-Two standalone projections,” and (ii) prepared and provided to Zynga certain estimates of synergies expected to be realized by the combined company following the completion of the combination, which are referred to as the “synergy projections.” As further described below, in connection with the evaluation of the combination, Zynga management also prepared certain unaudited prospective financial information fiscal years 2023 through 2027 for the combined company on a pro forma basis, which financial information is referred to as the “combined company projections prepared by Zynga.” The combined company projections prepared by Zynga were prepared on a basis different than the historical pro forma financial information included in this joint proxy statement/prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The Zynga standalone projections, along with the Take-Two standalone projections, the synergy projections and the combined company projections prepared by Zynga, were provided to the Zynga board of directors for the purposes of considering, analyzing and evaluating the combination and strategic alternatives, and were also provided to Zynga’s financial advisor, Goldman Sachs, to assist the Zynga board of directors in connection with such matters. The Zynga standalone projections as of December 2021 and the combined company projections prepared by Zynga were also provided to Goldman Sachs for its use in connection with its fairness opinion delivered to the Zynga board of directors and related financial analyses, as described further in the section titled “The Combination—Opinion of Zynga’s Financial Advisor.” At the direction of the Zynga board of directors, Goldman Sachs relied on the Zynga standalone projections as of December 2021 and the combined company projections prepared by Zynga utilized in their respective financial analyses and advice to the Zynga board of directors, and assumed with the consent of the Zynga board of directors that the Zynga standalone projections as of December 2021 and combined company projections prepared by Zynga were reasonably prepared and reflected the best currently available estimates and judgments of the management of Zynga. The Zynga standalone projections as of December 2021 were also provided to Take-Two in connection with its consideration and evaluation of the combination and to Take-Two’s financial advisors, LionTree and J.P. Morgan. The Zynga standalone projections as of October 2021 were also provided to Party A in connection with its consideration of a potential transaction with Zynga. The combined company projections prepared by Zynga were not provided to Take-Two, nor to its financial advisors LionTree and J.P. Morgan.

Other than its quarterly financial guidance and business outlook, Zynga does not as a matter of course make other public projections as to future bookings, revenues, earnings or other results available due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Zynga standalone projections and the combined company projections prepared by Zynga are not included in this joint proxy statement/prospectus to influence any decision on whether to vote for the Zynga merger proposal or the Take-Two share issuance proposal or any other proposal presented at each company’s respective special meeting, but rather are included in this joint proxy statement/ prospectus to give stockholders access to certain non-public information that was provided to the Zynga board of directors and Zynga’s financial advisor, and, in the case of the Zynga standalone projections as of December 2021, to Take-Two and Take-Two’s financial advisors. The inclusion of the Zynga standalone projections and the combined company projections prepared by Zynga should not be regarded as an indication that the Zynga board of directors, Zynga, the Take-Two board of directors, Take-Two, or their respective members of management or financial advisors or any other recipient of this information considered, or now considers, them to be necessarily predictive of actual future results, and they should not be relied on as such. There

can be no assurance that the projected results will be realized or that actual results of Zynga, Take-Two or the combined company will not be materially lower or higher than estimated, whether or not the combination is completed. The Zynga standalone projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this joint proxy statement/prospectus. Zynga has reported and may in the future report results of operations for periods included in the Zynga standalone projections that were or will be completed following the preparation of the Zynga standalone projections. Stockholders and investors are urged to refer to Zynga’s periodic filings with the SEC for information on Zynga’s actual historical results.

The Zynga standalone projections and the combined company projections prepared by Zynga were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP, but, in the view of Zynga management, were reasonably prepared in good faith on a basis reflecting the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected future financial performance of Zynga and the combined company. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the Zynga standalone projections or the combined company projections prepared by Zynga. Although Zynga management believed there was a reasonable basis for the Zynga standalone projections and the combined company projections prepared by Zynga, Zynga cautions stockholders that actual future results could be materially different from the Zynga standalone projections and the combined company projections prepared by Zynga. Zynga’s independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Zynga standalone projections and the combined company projections prepared by Zynga and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The Zynga standalone projections and the combined company projections prepared by Zynga are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Zynga standalone projections and the combined company projections prepared by Zynga are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Zynga management as of the date of their preparation. These estimates and assumptions may prove to be impacted by any number of factors, including the impact of the announcement, pendency and consummation of the combination, general economic conditions, trends in the interactive entertainment industry, regulatory and financial market conditions and other risks and uncertainties described or incorporated by reference in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this joint proxy statement/ prospectus, all of which are difficult to predict and many of which are beyond the control of Zynga and will be beyond the control of the combined company. Also see the section titled “Where You Can Find More Information.” The Zynga standalone projections and the combined company projections prepared by Zynga also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the Zynga standalone projections or the combined company projections prepared by Zynga will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which the Zynga standalone projections and the combined company projections prepared by Zynga relate, the less predictive the information becomes.

The Zynga standalone projections and the combined company projections prepared by Zynga contain certain adjusted financial measures that Zynga management believes are helpful in understanding the applicable company’s past financial performance and future results. Zynga management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The adjusted financial measures are not meant to be considered in isolation or as a substitute for, or superior to, comparable GAAP measures. While Zynga believes these adjusted financial measures provide meaningful information to help investors understand the operating results and to analyze Zynga’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these adjusted financial measures. These adjusted financial measures are not prepared in accordance with GAAP, are not reported by Take-Two or by all of Zynga’s competitors and may not be directly comparable to similarly titled measures of Take-Two or of Zynga’s