TAKE-TWO PROPOSAL 2: AMENDMENT TO THE TAKE-TWO CHARTER
In accordance with the merger agreement, Take-Two is seeking to approve and adopt an amendment to the Take-Two Restated Certificate of Incorporation in connection with the consummation of the combination and the share issuance to increase the number of authorized shares of Take-Two capital stock from 205,000,000 to 305,000,000 of which 300,000,000 shares will be common stock and 5,000,000 shares will be preferred stock. The form of the proposed amendment is attached as Annex E to this joint proxy statement/prospectus. These additional authorized shares will provide Take-Two with a sufficient number of authorized shares to complete the combination and have additional authorized shares for future strategic business decisions as determined by the Take-Two board of directors. If the Take-Two charter amendment proposal is approved, but the combination is not completed for any reason, Take-Two’s board of directors may choose, in its discretion, to implement the Take-Two charter amendment proposal.
All newly authorized shares of Take-Two common stock would have the same rights as the presently authorized shares of Take-Two common stock, including the right to cast one vote per share and to participate in dividends when and to the extent declared and paid. A number of additional shares of authorized Take-Two common stock are expected to be issued in connection with the combination, and the issuance of additional shares of authorized Take-Two common stock would be within the discretion of the board of directors of Take-Two, without the requirement of further action by stockholders unless such action is required under applicable law or the rules of any stock exchange on which Take-Two’s securities then may be listed. Requiring the stockholders to meet and approve each separate issuance of additional common stock would be time consuming and costly. Moreover, if stockholder authorization of additional common stock were postponed until a specific need arose, the delay could, in some instances, deprive Take-Two and its stockholders of opportunities otherwise available.
The Take-Two board of directors, after careful consideration, unanimously determined that the Take-Two charter amendment proposal, on the terms and conditions set forth in the form of proposed amendment attached as Annex E to this joint proxy statement/prospectus are advisable and fair to, and in the best interests of, Take-Two and its stockholders, and approved that the Take-Two charter proposal amendment be submitted to the Take-Two stockholders for approval.
The Take-Two board of directors unanimously recommends that Take-Two stockholders vote “FOR” the Take-Two charter amendment proposal.
Assuming a quorum is present at the Take-Two special meeting, approval of the Take-Two charter amendment proposal requires the affirmative vote of the holders of Take-Two common stock representing at least a majority of the outstanding shares of Take-Two common stock entitled to vote thereon. If a Take-Two stockholder fails to vote, fails to instruct its bank, broker, or other nominee to vote with respect to the Take-Two charter amendment proposal, or abstains from voting, it will have the same effect as a vote “AGAINST” the Take-Two charter amendment proposal.
THE TAKE-TWO BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TAKE-TWO STOCKHOLDERS VOTE “FOR” THE TAKE-TWO CHARTER AMENDMENT PROPOSAL
