Take-Two to acquire Gearbox Entertainment for $460M

Take-Two announced that it has entered into a definitive agreement with Embracer Group to acquire The Gearbox Entertainment Company, a creator of entertainment experiences, for $460M. The consideration consists entirely of newly issued shares of Take-Two common stock. The number of Take-Two shares will be calculated by dividing the purchase price by the average closing price per share on Nasdaq 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 at the time of the closing of the acquisition. The acquisition is anticipated to be completed during the first quarter of Take-Two’s FY25, and is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. The transaction excludes certain third-party publishing and other assets that Take-Two deemed non-core to its business. Take-Two will acquire Gearbox’s portfolio of intellectual property, including full ownership of “Borderlands” and “Tiny Tina’s Wonderlands” franchises, as well as “Homeworld”, “Risk of Rain”, “Brothers in Arms”, “Duke Nukem”, and Gearbox’s future pipeline. Gearbox currently has six interactive entertainment projects in various stages of development, including five sequels, two of which are from the Borderlands and Homeworld franchises, and at least one new intellectual property. Beyond these plans, Take-Two believes that there are incremental opportunities to invest in new projects and to expand Gearbox’s proven franchises. Gearbox will operate as a studio within 2K and will be led by Founder and CEO, Randy Pitchford, and his management team. The acquisition adds a robust and proven development team to 2K’s incredibly talented developer community, including personnel that have worked together on multiple critically and commercially successful games. Gearbox operates studios in Frisco, Texas; Montreal, Canada; and Quebec City, Canada.