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Take-Two and Zynga to Combine, Bringing Together Best-in-Class Intellectual Properties and a Market-Leading, Diversified Mobile Publishing Platform, to Enhance Positioning as a Global Leader in Interactive Entertainment
Take-Two Interactive and Zynga, two leaders in interactive and mobile entertainment, today announced that they have entered into a definitive agreement, under which Take-Two will acquire all of the outstanding shares of Zynga in a cash and stock transaction valued at $9.861 per Zynga share, based on the market close as of January 7, 2022, with a total enterprise value of approximately $12.7 billion. Under the terms and subject to the conditions of the agreement, Zynga stockholders will receive $3.50 in cash and $6.361 in shares of Take-Two common stock for each share of Zynga common stock outstanding at the closing of the transaction. The purchase price represents a premium of 64% to Zynga’s closing share price on January 7, 2022.
This transformative combination unifies two global leaders in the interactive entertainment business and establishes Take-Two as one of the largest and most diversified mobile game publishers in the industry, with $6.1 billion in pro-forma Net Bookings for the trailing twelve-month period ended September 30, 2021.
Both companies have created and expanded iconic franchises, which will combine to form one of the largest and most diverse portfolios of intellectual properties in the sector. Take-Two’s labels are home to some of the most beloved series in the world, including Grand Theft Auto®, Red Dead Redemption®, Midnight Club®, NBA 2K®, BioShock®, Borderlands®, Civilization®, Mafia®, and Kerbal Space Program®, while Zynga’s portfolio includes renowned titles, such as CSR Racing, FarmVille, Hair Challenge, High Heels! , Toon Blast, Words With Friends.
Management Comments
“We are thrilled to announce our transformative transaction with Zynga, which significantly diversifies our business and establishes our leadership position in mobile, the fastest growing segment of the interactive entertainment industry,” said Strauss Zelnick, Chairman and CEO of Take-Two. “This strategic combination brings together our best-in-class console and PC franchises, with a market-leading, diversified mobile publishing platform that has a rich history of innovation and creativity. Zynga also has a highly talented and deeply experienced team, and we look forward to welcoming them into the Take-Two family in the coming months. As we combine our complementary businesses and operate at a much larger scale, we believe that we will deliver significant value to both sets of stockholders, including $100 million of annual cost synergies within the first two years post-closing and at least $500 million of annual Net Bookings opportunities over time.”
“Combining Zynga’s expertise in mobile and next-generation platforms with Take-Two’s best-in-class capabilities and intellectual property will enable us to further advance our mission to connect the world through games while achieving significant growth and synergies together,” said Frank Gibeau, CEO of Zynga. “I am proud of our team’s hard work to deliver a strong finish to 2021, with one of the best performances in Zynga’s history. We are incredibly excited to have found a partner in Take-Two that shares our commitment to investing in our players, amplifying our creative culture, and generating more value for stockholders. With this transformative transaction, we begin a new journey which will allow us to create even better games, reach larger audiences and achieve significant growth as a leader in the next era of gaming.”
Strategic Rationale and Stockholder Value Creation
With Zynga’s stockholders receiving approximately 64.5%1 of the transaction consideration in Take-Two stock, both groups of stockholders will benefit from the combined company’s greater scale, enhanced financial profile, and the synergies created through the transaction.
Combined company is well-positioned to capitalize on the interactive entertainment industry’s strong tailwinds, including a leadership position in mobile. The video game sector has experienced rapid growth over the last few years and is now the largest vertical in the entertainment industry2. Mobile gaming is the fastest growing segment within the industry, with an estimated $136 billion2 in gross bookings in 2021, and an expected compound annual growth rate of 8%2 over the next three years. The transaction is expected to establish Take-Two as a leader in mobile gaming, with mobile expected to comprise over 50% of its Net Bookings in Fiscal Year 2023 (as compared to an estimated 12% in Fiscal Year 2022). The transaction will bolster Take-Two’s mobile offerings, which include popular games such as Dragon City, Monster Legends, Top Eleven, Two Dots, and WWE SuperCard, and consist of a diverse array of titles that focus on many of the most popular genres in mobile gaming, including casual, hyper-casual, lifestyle, mid-core, puzzle, social casino and sports games.
Formation of an industry-leading portfolio, comprising Take-Two’s best-in-class intellectual properties and Zynga’s renowned mobile titles. The transaction will create a powerful and diverse portfolio of industry-leading titles that span key platforms and genres across interactive entertainment, developed by some of the most creative and forward-thinking talent within the industry. By sharing best practices and key data insights across the enterprise, the Company is expected to benefit from significant development and publishing synergies, unlock new revenue streams and reach new audiences around the world.
The combined entity has significantly greater scale, with $6.1 billion in Net Bookings, and $769 million3 in Adjusted Unrestricted Operating Cash Flow on a pro-forma basis for the trailing twelve-month period ended September 30, 2021. Looking ahead, the combined company is expected to deliver a 14%4 compound annual growth rate for Net Bookings (excluding the annual Net Bookings opportunities and any future acquisitions) over the three-year period from Take-Two’s Fiscal Years 2021 through 2024.
Addition of Zynga’s mobile titles will expand the Company’s base of Recurrent Consumer Spending (“RCS”). Through the addition of Zynga’s mobile business, particularly its diversified portfolio of live services and upcoming pipeline of new releases, Take-Two will increase its sources of RCS, a highly-attractive revenue stream that helps reduce volatility across reporting periods that has historically been driven by the cadence of Take-Two’s console and PC release slate.
Take-Two has also identified over $500 million of incremental annual Net Bookings opportunities to unlock over time, driven by:
Creation of new mobile games for many of the iconic franchises within Take-Two’s portfolio of intellectual property. Take-Two has an extensive catalog of commercially and critically successful console and PC titles with engaged and loyal communities of players, and there is a meaningful opportunity to create mobile games and new cross-platform experiences for many of these properties. Zynga’s nearly 3,000 employees include highly-talented mobile developers, paving the way for Take-Two to accelerate this strategic initiative and introduce its iconic intellectual properties across the fastest-growing platform in the industry.
Ability to optimize RCS by leveraging the collective knowledge across both companies. Both Take-Two and Zynga have extensive capabilities to engage players through live operations (“LiveOps”) and RCS initiatives. By combining resources and proven acumen, the teams at Take-Two and Zynga will deploy best-in-class practices throughout the organization to enhance and grow existing titles across the portfolio. Key opportunities include cross-marketing through a larger, shared customer database and improving game economies through more effective data analytics and machine learning models.
Other strategic benefits include the use of Zynga’s Chartboost advertising platform, which will improve new user acquisition through better audience targeting and optimize mobile advertising inventory to achieve greater yields; geographic expansion into growth markets across Asia, including India, and the Middle East, among other regions; and an enhanced focus on technological innovation and new business models that will utilize the collective knowledge of forward-thinking talent.
Take-Two expects approximately $100 million of annual cost synergies within the first two years after closing, primarily driven by the rationalization of duplicative overhead including corporate general and administrative expenses and public company costs, as well as the benefit of scale efficiencies across the enterprise.
The acquisition is structured to maintain a strong balance sheet, including significant annual cash generation. The combined company’s strategic and financial flexibility is expected to be greater than each company on a standalone basis, providing Take-Two with the financial resources to continue to invest in talent, development, and innovation, while also pursuing select inorganic growth opportunities.
Leadership
At the close of the transaction, Strauss Zelnick will continue to serve as Chairman and CEO, and the management team of Take-Two will continue to lead the combined company. Zynga’s highly skilled and proven management team, led by Frank Gibeau and Zynga’s President of Publishing, Bernard Kim, will drive the strategic direction for Take-Two’s mobile efforts and will oversee the integration, and day-to-day operations of the combined Zynga and T2 Mobile Games business, which will operate under the Zynga brand as its own label within the Company. Additionally, Take-Two will expand its Board of Directors to 10 members upon the closing of the transaction to add two members from Zynga’s Board of Directors.
Terms of the Acquisition
Zynga stockholders will receive $3.50 in cash and $6.361 in shares of Take-Two common stock for each share of Zynga common stock outstanding at the closing. The transaction is valued at $9.861 per share of Zynga common stock based on the market closing as of January 7, 2022, implying an enterprise value of approximately $12.7 billion.
The transaction includes a collar mechanism on the equity consideration, so that if Take-Two’s 20-day volume weighted average price (“VWAP”) ending on the third trading day prior to closing is in a range from $156.50 to $181.88, the exchange ratio would be adjusted to deliver total consideration value of $9.86 per Zynga share (including $6.36 of equity value based on that VWAP and $3.50 in cash). If the VWAP exceeds the higher end of that range, the exchange ratio would be 0.0350 per share, and if the VWAP falls below the lower end of that range, the exchange ratio would be 0.0406 per share.
Within the collar range, the final number of Take-Two shares estimated to be issued on a fully diluted basis will range between approximately 50.3 million and 58.5 million shares. Upon closing of the transaction, current Take-Two stockholders will own between 67.2% and 70.4% and current Zynga stockholders are expected to own between 29.6% and 32.8% of the combined company on a fully diluted basis, respectively, including the shares associated with expected settlement of Zynga’s two outstanding series of convertible notes due 2024 and 2026.
As part of the transaction, Take-Two has received committed financing of $2.7 billion from J.P. Morgan and intends to fund the cash component of the transaction through a combination of cash from its balance sheet as well as proceeds of new debt issuance.
The merger agreement provides for a “go-shop” provision under which Zynga and its Board of Directors may actively solicit, receive, evaluate, and potentially enter negotiations with parties that offer alternative proposals during a 45-day period following the execution date of the definitive agreement, expiring on February 24, 2022. There can be no assurance this process will result in a superior proposal. Zynga does not intend to disclose developments about this process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.
1Within a 7.5% symmetrical collar based on a Take-Two share price of $169.19 as the midpoint.
2 Source: IDG Consulting.
3 Based on the trailing twelve-month period ended September 30, 2021. Combines Take-Two’s Adjusted Unrestricted Operating Cash Flow of $467 million and Zynga’s Operating Cash Flow of $302 million.
4 Due to different fiscal year ends, appropriate modifications were made to calculate information based on Take-Two’s fiscal year end.
Approvals and Close Timing
The transaction, which is expected to be completed during the first quarter of Take-Two’s Fiscal Year 2023, ending June 30, 2022, is subject to the approval of both Take-Two and Zynga stockholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.
The transaction has been unanimously approved by the Take-Two and Zynga Boards of Directors. Moreover, each director and executive officer of Take-Two and Zynga have entered into voting agreements to support the transaction.
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Having provided the perfect case study for the benefits of legalised online gambling in Canada, we caught up with Bede’s Chief Executive Officer, Colin Cole-Johnson, to discuss why other provinces may look to follow Ontario’s example in the future and what challenges operators will need to be ready for when they do.
With the regulated online gambling market in Ontario recently being recognised as one of the largest in the world, operators will feel there’s plenty of untapped potential to be realised not just in the province itself, but in Canada as a whole, over the coming months. And for good reason too.
Since legalising online gambling in 2022, the Alcohol and Gaming Commission of Ontario (AGCO) has established a go-to framework for how regulators introduce rules and standards that protect players and enable operators to flourish – and no better is this illustrated than in the performance of the Ontario Lottery and Gaming Corporation (OLG), which has continued to make a hugely positive contribution in the province over the past few years.
Having already paved the way for successful open market regulation through a number of progressive initiatives, with even more yet to come – such as the proposed centralised self-exclusion model – it certainly wouldn’t be a surprise to see other organisations turn to AGCO as an example of how regulations can be introduced both sustainably and profitably; and this will likely present several opportunities for operators as well.
From Bede’s experience in the country, Canadian regulators are thorough and well organised. Any province looking to follow the success of Ontario will no doubt look to AGCO for inspiration, and this may lead to similar regulatory frameworks in other new territory launches. As the gaming community in Canada is so connected, we’ve already seen cross-operator interest in sharing regulatory knowledge, meaning there’s a wealth of information waiting to be leveraged.
As the most likely province to regulate next, Alberta has already shown a preference for following an open-market model similar to Ontario’s, with the input of various industry stakeholders set to guide the way. The onboarding process for operators seeking to enter this potentially vibrant new market is likely to follow promptly after the new framework is enacted, so existing experience and relationships within the Ontario market should prove advantageous for those looking to hit the ground running.
For Bede, our years working closely with AGCO leave us well positioned to enter additional provinces in the future, and we greatly value the guidance and support we gain from having a direct relationship with the regulator. We aspire to grow even further in Canada by forming more provincial partnerships, and our learnings from Ontario will undoubtedly form a key part of this.
Internally, we have a strong framework for new market entry and regulatory compliance that includes cross-functional representation across the business. We understand the heavy lifting that goes into a launch and the complexity of licensing and delivering a new technical solution. Our approach always involves an analysis of the requirements from a compliance, risk, audit and financial perspective, as well as identifying any gaps where our products can make an impact with the right strategic solutions.
Taking the Ontario market as an example, we’ve seen some noticeable changes in player behaviour in recent years, meaning operators must be prepared to adapt in order to keep up with emerging trends. Although we’ve seen growth for our partners in the digital space, retail remains a predominant revenue stream for Canadian operators. As digital continues to grow, it’s important to provide a seamless end-to-end experience for players across channels, to be effective omni-channel solutions.
As more choice becomes available in the market, offering competitive payment and withdrawal options will be important. A critical part of the player journey that is often overlooked is the preference among players for easy access to preferred payment methods. A great example of innovation in this area is our Lottery Direct Pay method, where players can purchase tickets directly from their card without first having to load their wallet – creating a faster user journey that appeals to a wider audience.
Aside from these payment considerations, it’s worth noting that community engagement features and personalisation are both playing a more prominent role in the Canadian gaming landscape. Particularly among younger audiences, having the ability to offer a shared experience is becoming increasingly important to generating sustained engagement. For example, we’ve already seen OLG enjoy a significant uplift in overall ticket sales since launching the innovative Lottery Group Play tool.
Similarly, the power of personalisation cannot be understated when it comes to building player activity and retention. Through partnerships with companies such as XtremePush and Future Anthem, Bede has endeavoured to utilise more machine learning and AI systems that can broaden the customisation options available for customers, while our dynamic segmentation tool enables them to target user groups more effectively and automate the player journey in real time.
Of course, from the moment Ontario launched a legalised online gambling framework, regulators were required to focus their efforts on keeping up with increased accessibility and, therefore, increased risk of harm to the public. Should another province like Alberta also legalise online gambling in future, the same challenges will exist – and this presents an important opportunity for operators to both educate players on responsible gaming protocol and enforce it.
Given Bede has been operating in highly regulated markets for over 13 years, we have both an established suite of RG tools and in-depth knowledge of how to use them effectively. Evidenced in the UK market and beyond – Bede has developed its platform to meet the tightening controls that have been issued over every aspect of online gambling – enabling operators to create their own tailored mix of tools that best support their players.
Notably, the upper limit functionality in our RG toolset gives our customers the option to monitor and respond to potential problem behaviour by setting maximum limits for specific players. The players may opt to further decrease their own limits, but they’ll be unable to exceed the maximum setting until/unless the operator removes them, reducing the harm they could potentially experience. As well as outright prevention, being able to educate a player in such a moment is equally important – and using our platform, operators can send appropriate, personalised messages to users that encourage them to alter their play and even think about setting time out periods where necessary. For example, our partners can use our Player Interaction feature to set alerts from the front end based on pre-defined player behaviours, and then use that information for RG activities; if a player returns to a page a certain number of times, it can automatically trigger personalised messages to encourage the player to set a limit.
As responsible gaming is a constantly evolving topic in Ontario and other new markets in Canada are likely to experience similar growing pains, supporting regulatory efforts through the smart adoption of harm prevention tools will be a key part of gaining a foothold. This, coupled with the other regional considerations we’ve outlined in this article will be crucial to any operator’s future success in the country; and there are definitely big opportunities on offer for those who get it right.
The post What’s next for online gambling in Canada? appeared first on Gaming and Gambling Industry in the Americas.
Global entertainment brand SkillOnNet is deepening its existing partnership with Stockholm-based game studio Thunderkick to launch the developer’s unique, engaging slot titles in Ontario.
The Canadian province is one of the most exciting regulated markets in North America, and the Ontario players will now gain access to Thunderkick’s full portfolio of highly acclaimed games via SkillOnNet-powered online casino brands such as PlayOJO, SlotsMagic, and SpinGenie.
Thunderkick is known for its independent, boundary-pushing slot games like Pink Elephants, Esqueleto Explosivo, and Beat the Beast and has established a strong reputation for creativity and originality in the iGaming space. The deal allows the studio to further expand its global footprint while giving Ontario players the chance to enjoy a fresh wave of premium content.
Ontario’s regulated online gaming market, which officially opened in 2022, has quickly become a key market for the iGaming industry, and SkillOnNet was among the first brands to secure licensing in the province. The expansion reinforces SkillOnNet’s commitment to delivering top-tier entertainment in regulated markets globally.
Jani Kontturi at SkillOnNet said: “Thunderkick has been a key partner of ours in other markets, and we’re delighted to bring their outstanding content to Ontario. This region is fast becoming a vital part of our operations, and we’re confident players here will respond just as positively to Thunderkick’s games as they have elsewhere.”
Mariam Dodosh, Account Manager at Thunderkick said: “We’re thrilled to expand our relationship with SkillOnNet and enter the Ontario market together. Our games have a track record of strong performance, and we’re excited to see them go live in one of the most dynamic new regions in iGaming.”
The post Thunderkick’s portfolio makes Ontario debut through SkillOnNet brands appeared first on Gaming and Gambling Industry in the Americas.
Maverick Games has launched sports betting operations in Ontario, through a partnership with Delasport.
Maverick Games will offer Ontarian players a premium sports betting experience, built on Delasport’s superior technology and known for its unique innovative features that players love including personalization, recommendations, gamification, quick bets, player engagement features, and more.
Maverick Games is the second brand to launch on Delasport’s technology in Ontario, with another full turnkey brand set to go live soon. Delasport also recently unveiled its innovative sports betting jackpot network game, SuperPot. The company will showcase this unique product at the Canadian Gaming Summit next month and begin rolling it out to Ontarian operators shortly thereafter.
“We are proud to see Maverick Games live and thriving with our one of a kind sportsbook solution at its core. They have been a fantastic partner from the start, and this launch further demonstrates how fast and efficient our technology is when paired with a clear vision and strong collaboration,” said Rosaire Galea Cavallaro, VP of Business Development at Delasport.
“Maverick Games’s sports vertical is a major step forward for us and launching it with Delasport has been the right move from day one. The platform’s performance and flexibility allow us to deliver the kind of user experience we believe Ontario players deserve. We’re excited to now bring that vision to life,” CEO Matt Rathbun said.
The post Maverick Games Launches Sports Betting Operations in Ontario appeared first on Gaming and Gambling Industry in the Americas.
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