This joint proxy statement/prospectus is being provided to Take-Two stockholders in connection with the solicitation of proxies by the Take-Two board of directors for use at the Take-Two special meeting and at any adjournments or postponements thereof. Take-Two stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the merger agreement and the transactions contemplated thereby.
Date, Time and Place of the Take-Two Special Meeting
The Take-Two special meeting is scheduled to be held virtually via live, audio-only webcast on May 19, 2022, beginning at 11:00 a.m., Eastern Time.
The Take-Two special meeting will be held by means of remote communication via live webcast. There will not be a physical location. In light of continuing public health and travel concerns arising from the coronavirus (COVID-19) outbreak, Take-Two believes hosting a virtual meeting helps ensure the health and safety of its stockholders, the Take-Two board of directors and Take-Two management. Take-Two stockholders will be able to virtually attend and vote at the Take-Two special meeting by visiting www.virtualshareholdermeeting.com/TTWO2022SM, which is referred to as the “Take-Two special meeting website.” Take-Two stockholders will need the 16-digit control number found on their proxy card in order to access the Take-Two special meeting website.
Matters to Be Considered at the Take-Two Special Meeting
The purpose of the Take-Two special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:
| • | Take-Two Proposal 1—Take-Two Share Issuance Proposal: To approve the issuance of shares of Take-Two common stock in connection with the combination contemplated by the merger agreement; |
| • | Take-Two Proposal 2—Charter Amendment Proposal: 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; |
| • | Take-Two Proposal 3—Take-Two Adjournment Proposal: To approve the adjournment of the Take-Two special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Take-Two special meeting to approve the Take-Two share issuance proposal and Take-Two charter amendment proposal. |
Approval of the Take-Two share issuance proposal and the Take-Two charter amendment proposal by Take-Two stockholders are conditions to the combination. Approval of the Take-Two adjournment proposal is not a condition to the obligation of either Take-Two or Zynga to complete the combination.
Only business within the purposes described in the Take-Two special meeting notice may be conducted at the Take-Two special meeting.
Recommendation of the Take-Two Board of Directors
After careful consideration, the Take-Two board of directors unanimously: (i) determined that the combination and the share issuance, on the terms and subject to the conditions set forth in the merger agreement, are advisable and fair to, and in the best interests of, Take-Two and its stockholders; and (ii) approved the merger agreement
and the transactions contemplated thereby, including the merger, the subsequent merger, and the share issuance. Accordingly, the Take-Two board of directors unanimously recommends that Take-Two’s stockholders vote “FOR” the approval of the Take-Two share issuance proposal, “FOR” the approval of the Take-Two charter amendment proposal and “FOR” the approval of the Take-Two adjournment proposal. See the section titled “The Combination—Take-Two’s Reasons for the Combination and Recommendation of the Take-Two Board of Directors.”
The Take-Two board of directors unanimously recommends that Take-Two stockholders vote:
| • | Take-Two Proposal 1: “FOR” the Take-Two share issuance proposal; |
| • | Take-Two Proposal 2: “FOR” the Take-Two charter amendment proposal; and |
| • | Take-Two Proposal 3: “FOR” the Take-Two adjournment proposal. |
Record Date for the Take-Two Special Meeting and Voting Rights
The record date to determine Take-Two stockholders who are entitled to receive notice of and to vote at the Take-Two special meeting or any adjournments or postponements thereof is April 4, 2022. At the close of business on the Take-Two record date, there were 115,457,164 shares of Take-Two common stock issued and outstanding and entitled to vote at the Take-Two special meeting.
Each Take-Two stockholder is entitled to one vote on each proposal for each share of Take-Two common stock held of record at the close of business on the Take-Two record date. Only Take-Two stockholders of record at the close of business on the Take-Two record date are entitled to receive notice of and to vote at the Take-Two special meeting and any and all adjournments or postponements thereof.
A complete list of Take-Two stockholders entitled to vote at the Take-Two special meeting will be available for inspection at Take-Two’s headquarters during regular business hours for a period of no less than 10 days before the Take-Two special meeting at 110 West 44th Street, New York, New York, 10036. If Take-Two’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of Take-Two’s stockholders will be made available for inspection upon request to Take-Two’s corporate secretary at 110 West 44th Street, New York, New York 10036, subject to the satisfactory verification of stockholder status. The list of Take-Two stockholders entitled to vote at the Take-Two special meeting will also be made available for inspection during the Take-Two special meeting via the Take-Two special meeting website.
Quorum; Abstentions and Broker Non-Votes
A quorum of Take-Two stockholders is necessary to conduct business at the Take-Two special meeting. The presence in person or by proxy of the holders of a majority of the issued and outstanding shares of Take-Two common stock entitled to vote at the Take-Two special meeting will constitute a quorum. Shares of Take-Two common stock present at the Take-Two special meeting by virtual attendance via the Take-Two special meeting website or represented by proxy and entitled to vote, including shares for which a Take-Two stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Take-Two special meeting are considered “non-routine” matters, shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the Take-Two stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the Take-Two special meeting. If a quorum is not present, the Take-Two special meeting will be adjourned or postponed until the holders of the number of shares of Take-Two common stock required to constitute a quorum attend.
Under Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine”
proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed under Nasdaq rules to exercise their voting discretion with respect to matters that are “non-routine.” This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals for consideration at the Take-Two special meeting are considered “non-routine” matters, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the Take-Two special meeting. As a result, Take-Two does not expect any broker non-votes at the Take-Two special meeting and if you hold your shares of Take-Two common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Take-Two special meeting unless they have received voting instructions from the beneficial owners.
The vote required to approve each of the proposals listed below assumes the presence of a quorum at the Take-Two special meeting. As described above, Take-Two does not expect there to be any broker non-votes at the Take-Two special meeting.
| Proposal |
Required Vote |
Effects of Certain Actions | ||
| Take-Two Proposal 1: Take-Two share issuance proposal |
Approval requires the affirmative vote of a majority of votes cast on the Take-Two share issuance proposal as well as the affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the Take-Two special meeting. | The failure to vote any shares present or represented by proxy at the Take-Two special meeting (including if a stockholder who holds shares in “street name” provides voting instructions for one or more other proposals) but not for the Take-Two share issuance proposal, or abstention from voting will be treated as a vote “AGAINST” the Take-Two share issuance proposal for the purposes of the requirement that the Take-Two share issuance proposal receive the affirmative vote of the holders of a majority of the Take-Two common stock having voting power present in person or represented by proxy at the Take-Two special meeting. | ||
| Take-Two Proposal 2: Take-Two charter amendment proposal | Approval 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. | The failure to vote, failure to instruct your bank, broker or other nominee to vote shares held in “street name” with respect to the Take-Two charter amendment proposal, or abstention from voting will be treated as a vote “AGAINST” the Take-Two charter amendment proposal, provided that a quorum is otherwise present at the Take-Two special meeting. | ||
| Proposal |
Required Vote |
Effects of Certain Actions | ||
| Take-Two Proposal 3: Take-Two adjournment proposal |
Approval requires the affirmative vote of the holders of a majority of the Take-Two common stock having voting power present in person or represented by proxy at the Take-Two special meeting. | The failure to vote any shares present or represented by proxy at the Take-Two special meeting (including if a stockholder who holds shares in “street name” provides voting instructions for one or more other proposals, but not for the Take-Two adjournment proposal), or abstention from voting will be treated as a vote “AGAINST” the Take-Two adjournment proposal. |
Vote of Take-Two Directors and Executive Officers
As of April 4, 2022, the Take-Two record date, Take-Two directors and executive officers beneficially owned and were entitled to vote in the aggregate 480,017 shares of Take-Two common stock (excluding shares underlying Take-Two restricted stock unit awards), which represented less than 1% of the Take-Two common stock issued and outstanding on the Take-Two record date, including the shares covered by the voting agreement described below and entered into by and among Take-Two’s executive officers and directors (and certain of their respective affiliates), solely in their capacity as stockholders of Take-Two (the “Take-Two voting agreement”). For more information regarding the Take-Two voting agreement, see the section titled “Voting Agreements.” Pursuant to the voting agreement, Take-Two currently expects that all Take-Two directors and executive officers will vote their shares “FOR” the Take-Two share issuance proposal, “FOR” the Take-Two charter amendment proposal, and “FOR” the Take-Two adjournment proposal. See the section titled “Interests of Take-Two Directors and Executive Officers in the Combination” in this joint proxy statement/prospectus and the arrangements described in Take-Two’s Definitive Proxy Statement on Schedule 14A for Take-Two’s 2021 annual meeting of stockholders, filed with the SEC on July 27, 2021, which is incorporated by reference in this joint proxy statement/prospectus. For more information regarding the Take-Two voting agreement, see the section titled “Voting Agreements.”
Stockholders of Record
If you are a Take-Two stockholder of record, you may vote at the Take-Two special meeting by proxy over the internet or telephone or by mail, or by virtually attending and voting at the Take-Two special meeting via the Take-Two special meeting website, as described below.
| • | By Internet: To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the proxy card you receive. Your vote must be received by 11:59 p.m. Eastern Time on May 18, 2022 to be counted. If you vote via the Internet, you do not need to return a proxy card by mail. |
| • | By Telephone: To vote by telephone, dial 1-800-690-6903 (the call is toll-free in the United States and Canada; toll charges apply to calls from other countries) and follow the recorded instructions. You will be asked to provide the 16-digit control number from the proxy card. Your vote must be received by 11:59 p.m., Eastern Time, on May 18, 2022 to be counted. If you vote by telephone, you do not need to return a proxy card by mail. |
| • | By Mail: To vote by mail using the proxy card (if you requested paper copies of the proxy materials to be mailed to you), you need to complete, date and sign the proxy card and return it promptly by mail in the envelope provided so that it is received no later than May 18, 2022. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. |
| • | Virtually via the Take-Two Special Meeting Website: To vote at the Take-Two special meeting, visit www.virtualshareholdermeeting.com/TTWO2022SM, where you can virtually |
| attend and vote at the Take-Two special meeting. You will be asked to provide the 16-digit control number from the proxy card you receive in order to access the Take-Two special meeting website. |
Unless revoked, all duly executed proxies representing shares of Take-Two common stock entitled to vote at the Take-Two special meeting will be voted at the Take-Two special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, your shares will be voted “FOR” the Take-Two share issuance proposal, “FOR” the Take-Two charter amendment proposal and “FOR” the Take-Two adjournment proposal.
Beneficial (Street Name) Stockholders
If you hold your shares of Take-Two common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of Take-Two common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Take-Two special meeting. See the section titled “The Take-Two Special Meeting—Quorum; Abstentions and Broker Non-Votes.”
If you hold your shares of Take-Two common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to virtually attend and vote at the Take-Two special meeting via the Take-Two special meeting website. See the section titled “The Take-Two Special Meeting—Virtually Attending the Take-Two Special Meeting.”
Virtually Attending the Take-Two Special Meeting
If you wish to virtually attend the Take-Two special meeting via the Take-Two special meeting website, you must (i) be a Take-Two stockholder of record at the close of business on April 4, 2022, the Take-Two record date, (ii) hold your shares of Take-Two common stock beneficially in the name of a broker, bank or other nominee as of the Take-Two record date or (iii) hold a valid proxy for the Take-Two special meeting.
To enter the Take-Two special meeting website and virtually attend the Take-Two special meeting, you will need the 16-digit control number located on your proxy card. If you hold your shares of Take-Two common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend the Take-Two special meeting via the Take-Two special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee. The 16-digit control number is also needed to access the list of Take-Two stockholders entitled to vote at the Take-Two special meeting during the time of the meeting.
If you plan to virtually attend and vote at the Take-Two special meeting via the Take-Two special meeting website, Take-Two still encourages you to vote in advance by the internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the Take-Two special meeting via the Take-Two special meeting website. Voting your proxy by the internet, telephone or mail will not limit your right to virtually attend and vote at the Take-Two special meeting via the Take-Two special meeting website if you later decide to do so.
Any Take-Two stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Take-Two special meeting. If you are a Take-Two stockholder of record, you may revoke your proxy by any one of the following actions:
| • | by sending a signed written notice of revocation to Take-Two’s Corporate Secretary, provided such notice is received no later than the close of business on May 18, 2022; |
| • | by voting again over the internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on May 18, 2022; |
| • | by submitting a properly signed and dated proxy card with a later date that is received by Take-Two’s Corporate Secretary no later than the close of business on May 18, 2022; or |
| • | by virtually attending the Take-Two special meeting via the Take-Two special meeting website and requesting that your proxy be revoked, or virtually voting via the Take-Two special meeting website as described above. |
Only your last submitted proxy will be considered.
Execution or revocation of a proxy will not in any way affect a Take-Two stockholder’s right to virtually attend and vote at the Take-Two special meeting via the Take-Two special meeting website.
Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:
Take-Two Interactive Software, Inc.
Attn: Corporate Secretary
110 West 44th Street
New York, New York 10036
If your shares of Take-Two common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Take-Two special meeting via the Take-Two special meeting website.
Take-Two is soliciting proxies on behalf of the Take-Two board of directors. Take-Two will bear the entire cost of soliciting proxies from Take-Two stockholders. Proxies may be solicited on behalf of Take-Two or by Take-Two directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. Take-Two directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.
Take-Two will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Take-Two common stock and secure their voting instructions, if necessary. Take-Two may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.
Take-Two has also retained MacKenzie Partners to assist in soliciting proxies and in communicating with Take-Two stockholders and estimates that it will pay MacKenzie Partners a fee of approximately $125,000, plus reimbursement for certain out-of-pocket fees and expenses. Take-Two also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Take-Two has previously adopted householding for Take-Two stockholders of record. As a result, Take-Two stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus. Registered Take-Two stockholders (those who hold shares of Take-Two common stock directly in their name with Take-Two’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to Take-Two at the address below.
Some brokers household proxy materials, delivering a single proxy statement or notice to multiple Take-Two stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.
Take-Two will promptly deliver a copy of this joint proxy statement/prospectus to any Take-Two stockholder who only received one copy of these materials due to householding upon request in writing to: Take-Two Interactive Software, Inc., Attn: Corporate Secretary, 110 West 44th Street, New York, New York, 10036 or by calling (646) 536-2842.
If a quorum is present at the Take-Two special meeting but there are insufficient votes at the time of the Take-Two special meeting to approve the Take-Two share issuance proposal, then Take-Two stockholders may be asked to vote on the Take-Two adjournment proposal. If a quorum is not present, the presiding officer may adjourn the special meeting, from time to time, without notice other than announcement at the meeting of the hour, date and place, if any, to which the meeting is adjourned, and the means of remote communications, if any, by which Take-Two stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting. The presiding officer may also adjourn the meeting to another hour, date or place, even if a quorum is present.
At any subsequent reconvening of the Take-Two special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Take-Two special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
If you need assistance voting or completing your proxy card, or if you have questions regarding the Take-Two special meeting, please contact MacKenzie Partners, Take-Two’s proxy solicitor for the Take-Two special meeting, at:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
(800) 322-2885
TAKE-TWO STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/ PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE COMBINATION. IN PARTICULAR, TAKE-TWO STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.
