UPDATE 1-Take-Two to buy back all of Icahn's shares; directors leaving

Tuesday, 26 Nov 2013 | 9:04 AM ET

(Adds background details on Take-Two stock, company comment)

NEW YORK, Nov 26 (Reuters) - Take-Two Interactive Software Inc on Tuesday said it was buying back all of Carl Icahn's shares in the videogame publisher, and three directors nominated by the activist investor have resigned.

The company, known for its Grand Theft Auto game, said it would pay the $203.5 million purchase price for the 12.02 million shares from cash and cash equivalents on hand. It expects the transaction to close on Tuesday.

Take-Two said Brett Icahn, Jim Nelson and SungHwan Cho had left the board. Icahn and Take-Two had agreed several years ago that if the billionaire investor sold his position, his board designees would resign.

Icahn had reported an increase in his stake in Take-Two, to 12.9 percent from 11.69 percent, a year ago, when the stock was trading below $12. It reached a roughly five-year high of $19.25 in August.

Take-Two said it had bought the stock at Monday's closing price of $16.93 per share, reflecting confidence in its target to report record results in fiscal 2014 and continued non-GAAP profitability every year for the foreseeable future.

Shares of Take-Two were down 5.5 percent at $16 in trading before the market opened.

Take-Two said it was advised on the deal by LionTree Advisors and Willkie Farr & Gallagher LLP.

(Reporting by Sinead Carew; Editing by Gerald E. McCormick and Lisa Von Ahn)

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