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This is it folks... It no longer depends on Take Two's management, it's in the hands of their shareholders now:

http://online.wsj.com/article/SB120537219116332347.html?mod=googlenews_wsj

EA's Take-Two Saga Turns Hostile

Offer Is Made to Holders
Of 'Grand Theft' Maker;
Other Bidders Playing?
By NICK WINGFIELD and DON CLARK
March 13, 2008

Electronic Arts Inc. is taking its battle for Take-Two Interactive Software Inc. directly to the rival videogame publisher's shareholders.

Following the rejection of its unsolicited bid to acquire Take-Two, EA plans a tender offer to acquire all of Take-Two's outstanding shares for $26 each, the price it offered the company last month, people familiar with the matter say.

  The News: Electronic Arts plans a tender offer to acquire all of Take-Two Interactive Software's outstanding shares for $26 each.
  Background: The price is the same that EA offered last month in an unsolicited bid that was rejected as too low and ill-timed.
  The Signals: The move suggests that EA's attempt to gain control of Take-Two, publisher of the blockbuster Grand Theft Auto game, is turning hostile.

The move signals that EA's attempt to gain control of Take-Two, publisher of the blockbuster Grand Theft Auto game, is turning hostile.

The EA bid places a value of about $2 billion on Take-Two, which temporarily traded above the $26 a share that EA offered, but later sunk below the offer price. The stock traded at 4 p.m. yesterday at $24.91, up 26 cents, on Nasdaq.

The Grand Theft Auto series -- videogames notorious for their depictions of crime and violence -- have sold more than 65 million copies, making it one of the most important franchises in the videogame industry.

EA, of Redwood City, Calif., made its unsolicited offer public on February 24, stating that Take-Two's directors the prior week had privately rejected the $26-a-share proposal. When it was announced, the offer represented a 50% premium over the most recent closing price of Take-Two's shares.

Take-Two has consistently rejected the offer as too low and ill-timed. It also said it has been approached by other potential acquirers since the bid was announced, but didn't indicate it was in negotiations with other companies about a deal.

Nevertheless, some analysts think that EA will ultimately have to sweeten its offer if it wants to get the deal done in the near term. "What the stock and the market are telling you is every day that goes by makes this deal less likely at $26," said Evan Wilson, an analyst at Pacific Crest Securities.

Analysts also believe it is possible EA will walk away if Take-Two's shareholders don't budge, in hopes of picking up the company later for less.

Unsolicited takeover offers were once rare in the technology sector. But they have become more common as the industry matures, with acquirers concluding that the brand value and customer base of target companies outweigh the risk that key executives or engineers will defect after an acquisition.

Still, there have been few true hostile offers, when a potential acquirer takes its offer around a company's board and right to shareholders.

Such offers often evolve into a game of "chicken," as shareholders try to hold out for a higher offer and the potential acquirer threatens to walk away. Boards of directors, meanwhile, often end up negotiating with the hostile party if shareholder support favors a deal.

Take-Two, based in New York, is led by several members of ZelnickMedia Corp. The investment firm was hired to run Take-Two in March 2007 by a group of dissident shareholders that ousted Take-Two's prior management and most of its board.

The EA tender offer is set to expire April 11 at midnight, unless extended, people familiar with the matter said. That is a day after Take-Two has scheduled its annual meeting of shareholders in New York.

 



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