Filed by Zynga Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Zynga Inc.
Commission File No.: 001-35375
The following communication was first made available to employees of Zynga Inc. on January 25, 2022:
Team,
I want to provide you with an update on our pending combination with Take-Two. In January we announced
that Zynga had agreed to combine with Take-Two to create a global leader in interactive entertainment with a portfolio of iconic franchises.
We continue to make progress toward completing the transaction. This morning, we announced the completion of the 45-day go-shop period in connection with the proposed transaction. During the go-shop period, Zynga and its
Board of Directors were able to actively solicit alternative transactions. In other words, this was a way to confirm that the proposed combination with Take-Two maximizes value for Zyngas stockholders.
While the completion of the go-shop period is an important milestone, there are still
a number of customary conditions and approvals needed before the transaction officially closes. Our team is hard at work there and we continue to expect the transaction to be completed in the first quarter of
Take-Twos Fiscal 2023, which ends on June 30, 2022. In the meantime, it remains business as usual at Zynga, and the most important thing for all of us to do is to remain focused on our day-to-day responsibilities and continue to deliver the high-quality experience our players expect from us.
The Board continues to believe that the agreement with Take-Two is in the best interest of Zynga and
its stockholders. We remain confident in the compelling benefits of this transformative transaction for all of our stakeholders, which will enable us to continue to achieve significant growth and drive cutting-edge innovation as a leader in the next
era of gaming.
Please continue to refer any outside inquiries that you receive related to this transaction to Rebecca Lau
(investorsrelau@zynga.com) and Kenny Johnston (mediakjohnston@zynga.com). If you receive questions from our partners, suppliers or other outside parties, please relay them to your direct manager. It continues to be important that you not
discuss or respond to discussions on social media regarding the transaction.
Thank you all for your continued dedication as we move
through this process. I remain committed to keeping you informed as we move through this next phase. In the meantime, lets keep up the great work!
Frank
Forward-Looking
Statements
Statements contained herein which are not historical facts may be considered forward-looking statements under federal
securities laws and may be identified by words such as anticipates, believes, estimates, expects, intends, plans, potential, predicts,
projects, seeks, should, will, or words of similar meaning and include, but are not limited to, statements regarding the proposed business combination of
Take-Two