UPDATE: Take-Two Buysback 12.02M Shares Held by Icahn Group

Take-Two Interactive Software, Inc. TTWO today announced that, as part of an ongoing strategy to buy back its shares, the Company has purchased all of the Icahn Group's stock at yesterday's closing price of $16.93 per share. Several years ago the Icahn Group and Take-Two agreed that if the Icahn Group sold its position, the Icahn Group's designees would resign from the Board. As such, Brett Icahn, Jim Nelson, and SungHwan Cho have today resigned from the Board. The board will now comprise five members. The remaining directors are committed to revisiting the size and composition of the board and its committees. The total purchase price for the 12.02 million shares will be approximately $203.5 million and will be funded from Take-Two's cash and cash equivalents on hand. Following completion of the purchase, Take-Two's basic shares outstanding will be approximately 81 million. This transaction is expected to be completed today. “This share repurchase reflects our confidence in the Company's outlook for record results in fiscal 2014 and continued Non-GAAP profitability every year for the foreseeable future,” said Strauss Zelnick, Chairman and CEO of Take-Two. “With our ample cash and strong expected cash flow, we are able to pursue a variety of investment opportunities, including repurchasing our Company's stock. “On behalf of our board and management team, I would like to thank Brett, James and Sung for their support, dedication and service to our organization. They leave Take-Two better positioned than ever for continued success.” The repurchase announced today was made outside of the Company's existing share repurchase program, pursuant to which 7.5 million shares are authorized to be repurchased. The Company has repurchased 4.2 million shares in the open market at an average price of $17.38 per share pursuant to this authorization to date. Take-Two was advised on this transaction by LionTree Advisors and Willkie Farr & Gallagher LLP.