Take-Two Interactive Software to acquire The Gearbox Entertainment Company

Take-Two Interactive Software will acquire The Gearbox Entertainment Company from Embracer Group in a $460 million deal, the companies announced (2).

Under Take-Two Interactive Software, The Gearbox Entertainment Company will operate as a studio under the 2K label, and will be led by founder and CEO, Randy Pitchford, and his management team.

The Gearbox Entertainment currently has six “key 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.

After the sale closes, The Gearbox Entertainment Company will retain Gearbox Software, Gearbox Montreal, Gearbox Studio Quebec, and the Borderlands and Tiny Tina’s Wonderlands franchises, as well as Homeworld, Risk of Rain, Brothers in Arms, and Duke Nukem.

Embracer Group will retain Gearbox Publishing San Francisco, which will be renamed, including the publishing rights to the Remnant franchise, Hyper Light Breaker, and other “notable unannounced game releases”; Cryptic Studios, including Neverwinter Online and Star Trek Online; Lost Boys Interactive; and Captured Dimensions. Retained companies will be integrated into other parts of Embracer Group in the coming period.

Get the details below.

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 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. The transaction excludes certain third-party publishing and other assets that Take-Two deemed non-core to its business.

Take-Two expects the transaction to deepen its successful relationship with Gearbox Entertainment and to provide increased financial benefits through a fully-integrated operational structure. Take-Two will acquire Gearbox’s extensive portfolio of intellectual property, including full ownership of the critically and commercially acclaimed Borderlands and Tiny Tina’s Wonderlands franchises1, as well as Homeworld, Risk of Rain, Brothers in Arms, Duke Nukem, and Gearbox’s future pipeline. Gearbox currently has six key 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 exciting 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.

Management Comments

“Our acquisition of Gearbox is an exciting moment for Take-Two and will strengthen our industry-leading creative talent and portfolio of owned intellectual property, including the iconic Borderlands franchise,” said Strauss Zelnick, Chairman and CEO of Take-Two. “This combination enhances the financial profile of our existing projects with Gearbox and unlocks the opportunity for us to drive increased long-term growth by leveraging the full resources of Take-Two across all of Gearbox’s exciting initiatives.”

“With nearly 20 years of history working together, Gearbox has played an integral role in our success, given their unique ability to create interactive entertainment experiences that feature beloved characters, exciting new worlds, and humorous storytelling,” added David Ismailer, President of 2K. “We are thrilled to welcome Randy Pitchford and his team of passionate, talented developers to 2K and we look forward to releasing numerous projects in the future as colleagues. We have loved partnering with Gearbox on every iteration of the Borderlands franchise and are excited to be in active development on the next installment in the series.”

“Joining forces with Take-Two Interactive and 2K will help Gearbox ascend to our next level,” said Randy Pitchford, Founder and CEO of Gearbox Entertainment. “Take-Two and 2K have demonstrated repeatedly their commitment to our engine of generating creativity, happiness, and profit. We set the bar for interactive entertainment and achieved remarkable results with groundbreaking, record-setting games when we worked together at arm’s length as partners. I’m incredibly excited about what we can accomplish now that we’re fully aligned as one.”

Future Gearbox Operating Structure

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.

Advisors

Willkie Farr & Gallagher LLP is serving as legal counsel to Take-Two. KPMG and Deloitte are providing advice on financial and tax matters.