Take-Two Interactive Software, Inc. (NasdaqGS:TTWO) entered into a definitive agreement to acquire The Gearbox Entertainment Company, Inc. from Embracer Group AB (publ) (OM:EMBRAC B) for approximately $460 million on March 27, 2024. The consideration consists entirely of newly issued shares of Take-Two common stock, valued at $460 million. The number of Take-Two shares will be calculated by dividing the purchase price by the average closing price per share on the Nasdaq Global Select Market during the five-trading day period ending on the trading day immediately prior to the closing date. The purchase price assumes a debt-free, cash-free company with a normalized level of net working capital (excluding cash) at the time of the closing of the acquisition. The acquisition is anticipated to be completed during the first quarter of Take-Two?s Fiscal Year 2025 (ended June 30, 2024) and is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. Gearbox will operate as a studio within 2K and will be led by Founder and CEO, Randy Pitchford, and his management team. Adam Turteltaub and Laura Acker of Willkie Farr & Gallagher LLP is serving as legal counsel ,KPMG acted as Financial advisor and Deloitte as Accountant to Take-Two . Goldman Sachs Bank Europe SE Sweden Bankfilial and Juno Capital Partners are acting as joint financial advisers and Fenwick is acting as legal counsel ,Ernst & Young acted as Accountant to Embracer Group in the transaction.

Take-Two Interactive Software, Inc. (NasdaqGS:TTWO) completed the acquisition of The Gearbox Entertainment Company, Inc. from Embracer Group AB (publ) (OM:EMBRAC B) on June 11, 2024. Consideration was paid as 2.8 million shares of Take-Two Interactive.