| • | the merger agreement; |
| • | the annual reports to stockholders and Annual Reports on Form 10-K of Zynga for the five fiscal years ended December 31, 2020; |
| • | the annual reports to stockholders and Annual Reports on Form 10-K of Take-Two for the five fiscal years ended March 31, 2021; |
| • | certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Zynga and Take-Two; |
| • | certain other communications from Zynga and Take-Two to their respective stockholders; |
| • | certain publicly available research analyst reports for Zynga and Take-Two; |
| • | certain internal financial analyses and forecasts for Zynga prepared by Zynga management and approved for Goldman Sachs’ use by Zynga (which are defined as the “Zynga standalone projections as of December 2021” and summarized in the section “—Zynga Unaudited Prospective Financial Information”); |
| • | certain internal financial analyses and forecasts for Take-Two standalone prepared by Take-Two management as approved for Goldman Sachs’ use by Zynga (which are defined as the “Take-Two standalone projections” and summarized in the section “—Take-Two Unaudited Prospective Financial Information”); |
| • | certain operating synergies projected by the management of Take-Two and Zynga to result from the combination (which are defined as the “synergy projections” and summarized in the section “—Take-Two Unaudited Prospective Financial Information”) in the form reflected in the combined company projections prepared by Zynga (as defined below), as approved for Goldman Sachs’ use by Zynga; and |
| • | certain financial analyses and forecasts for Take-Two pro forma for the transaction prepared exclusively by Zynga management, without input from Take-Two, as approved for Goldman Sachs’ use by Zynga (which are defined as the “combined company projections prepared by Zynga” and summarized in the section “—Zynga Unaudited Prospective Financial Information”; the Zynga standalone projections as of December 2021, the Take-Two standalone projections and the combined company projections prepared by Zynga are referred to for purposes of this section of this joint proxy statement/prospectus as the “projections”). |
Goldman Sachs also held discussions with members of the senior managements of Zynga and Take-Two regarding their assessment of the strategic rationale for, and the potential benefits of, the combination and the past and current business operations, financial condition, and future prospects of Take-Two and with members of the senior management of Zynga regarding the past and current business operations, financial condition and future prospects of Zynga; reviewed the reported price and trading activity for the shares of Zynga common stock and the shares of Take-Two common stock; compared certain financial and stock market information for Zynga and Take-Two with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the interactive entertainment industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.
For purposes of rendering this opinion, Goldman Sachs, with the consent of the Zynga board of directors, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with, or reviewed by it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the Zynga board of directors that the projections (including the synergy projections) were reasonably prepared and reflected the best currently available estimates and judgments of the management of Zynga. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Zynga or Take-Two or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the combination will be obtained without any
