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Codemasters confirms that it is in discussions with Take-Two Interactive (TTWO)

November 6, 2020 11:24 AM EST

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Further to the recent media speculation, the Board of Codemasters confirms that it is in discussions with Take-Two Interactive Software, Inc (Nasdaq: TTWO) regarding a possible offer for the Company.

The Board of Codemasters has received a non-binding proposal from Take-Two Interactive Software, Inc to acquire the entire issued share capital of Codemasters at a price of 485 pence per share, comprising 120 pence per share in cash and 365 pence per share payable in Take-Two Interactive shares. The Possible Offer remains conditional on, amongst other things, the completion of confirmatory due diligence by Take-Two Interactive and the recommendation of the Board of Codemasters. Take-Two Interactive reserves the right to waive any of these requirements.

Having considered the Possible Offer carefully together with its advisers, the Board of Codemasters confirms that should Take-Two Interactive or an entity controlled by Take-Two Interactive announce a firm intention to make an offer pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") on these terms, it is the current intention of the Board of Codemasters to recommend unanimously that Codemasters' shareholders accept the Possible Offer.

A further announcement will be made as and when appropriate. Codemasters will be announcing its interim results for the six months ended 30 September 2020 on 23 November 2020.

This announcement has been made with the prior consent of Take-Two Interactive. Whilst discussions are ongoing, there can be no certainty that a firm offer will be made for Codemasters by Take-Two Interactive. For the purposes of Rule 2.5 of the Code, Take-Two Interactive reserves the right to:

· reduce the offer consideration by the amount of any dividend or other distribution or return of capital which is paid or becomes payable by Codemasters after the date of this announcement;

· vary the form of consideration as set out above and/or introduce other forms of consideration such as cash in substitution for all or part of the share consideration; and/or

· make an offer at any time for less than 485 pence per Codemasters share: (i) with the agreement or recommendation of the Board of Codemasters; (ii) if a third party announces a firm intention to make an offer for Codemasters pursuant to Rule 2.7 of the Code, which at that date is valued at a price lower than 485 pence for each Codemasters share; or (iii) following the announcement by Codemasters of a whitewash transaction pursuant to the Code; and

· implement the transaction through or together with a subsidiary of Take-Two Interactive or a company which will become a subsidiary of Take-Two Interactive.

As a result of this announcement, an offer period (as defined in the Code) has now commenced in respect of Codemasters and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code which are summarised below.

In accordance with Rule 2.6(a) of the Code, Take-Two Interactive is required, by not later than 5.00 p.m. on 4 December 2020, either to announce a firm intention to make an offer for Codemasters in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended only with the consent of The Panel on Takeovers and Mergers (the "Takeover Panel") in accordance with Rule 2.6(c) of the Code.



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