The Swedish group is selling the game developer for a steep discount, having bought it in a deal that valued the business at up to $1.4 billion in 2021.
In a separate statement, Embracer said the deal with Take-Two would cut its net debt by about 3.2 billion crowns to 3.5 billion crowns and that it expected the transaction to be immediately accretive to its free cash flow generation.
Embracer, the owner of the Tomb Raider video game franchise, has been carrying out a restructuring programme since last year, aiming to cut debt. However, it said last month that it may fall short of its March net debt target of 8 billion Swedish crowns ($753.22 million).
Gearbox will operate as a studio within 2K, a publishing label owned by Take-Two, and will be led by founder and CEO Randy Pitchford, Take-Two added.
Reuters reported last year, citing people familiar with the matter, that Embracer had been considering options for Gearbox Entertainment as it looked to shore up its finances.
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The Swedish company suffered a setback in May last year when a $2 billion partnership deal with an undisclosed company fell through, which led it to announce a major restructuring plan in June.