GameStop and Electronics Boutique Merge
|GameStop and Electronics Boutique Merge
Monday, April 18, 2005 - 17:03:44 EST
GameStop Corp.and Electronics Boutique Holdings Corp.today announced that they have entered into a definitive agreement and plan of merger. The combined company, to be named GameStop Corp., will be a leading global video game retailer with annual revenues of approximately $3.8 billion, with over 3,200 stores located in all 50 United States, the District of Columbia, and Puerto Rico, as well as nearly 600 international stores located throughout Australia, Canada, Denmark, Germany, Ireland, Italy, New Zealand, Norway and Sweden.
Under the terms of the agreement, Electronics Boutique Holdings Corp. (Electronics Boutique) shareholders will receive $38.15 in cash, plus the equivalent of 0.78795 shares of GameStop Corp. (GameStop) Class A common stock for each share of Electronics Boutique. Based on the closing price of GameStop's Class A common stock of $21.61 on Friday, April 15, 2005, the stock component of the per share merger consideration is $17.03. The total merger consideration per share of $55.18 represents a 34.2% premium to the closing price of Electronics Boutique's stock as of Friday, April 15, 2005. The total transaction value is approximately $1.44 billion with consideration consisting of approximately 70% cash and 30% common stock. GameStop intends to fund the cash portion of the transaction through the issuance of $950 million in senior bonds and excess cash.
R. Richard Fontaine, GameStop's Chairman and Chief Executive Officer, said, "This is an exciting transaction for everyone involved - our customers, our shareholders, and our two companies. This merger, which is a very positive step for GameStop, will enable us to enter new international markets and allow us to compete more effectively in the highly competitive U.S. video game industry. We are merging these two companies from a position of strength. Each organization is performing very well now, and we will be able to do more together by extending geographic reach, improving customer service, and continuing our aggressive store growth plans. Electronics Boutique is an impressive organization with a strong management team and we look forward to sharing best practices across both of our companies. In addition, the combined company will retain a strong capital structure, which will allow us to continue to invest in our business going forward."
Jeffrey Griffiths, Electronics Boutique's President and Chief Executive Officer, stated, "Our focus at Electronics Boutique has been to be a leading global retailer of video games and by combining our company with GameStop, we are taking further strides towards reaching that goal. Moreover, this transaction makes a tremendous amount of sense from an operational, cultural, and synergistic perspective. We will now be in an even better position to broaden our reach and generate further efficiencies for our business and our customers. We are enormously proud of what Electronics Boutique has accomplished over the past 28 years, are excited about our future, and look forward to a smooth integration with the GameStop team."
Following completion of the merger, R. Richard Fontaine, GameStop's Chairman and Chief Executive Officer, and Daniel A. DeMatteo, GameStop's Vice Chairman and Chief Operating Officer, will each serve in the same capacity for the combined company. Other key positions are under discussion and will be announced as the integration process moves forward.
This transaction is expected to be significantly accretive to GameStop's fully diluted earnings per share in the second half of fiscal year 2005, and in fiscal years 2006 and beyond. The combined company expects to realize meaningful pre-tax synergies beginning in fiscal year 2006.
The boards of directors of each of GameStop and Electronics Boutique have unanimously approved the transaction.
The merger is also subject to approval by the shareholders of GameStop and Electronics Boutique, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. James Kim, and his affiliates, owners of approximately 47% of Electronics Boutique's voting shares, and Leonard Riggio, and his affiliates, owners of approximately 16% of GameStop's voting power, have each agreed to vote their shares in favor of the transaction.
Citigroup Global Markets Inc. acted as financial advisor to GameStop, and Merrill Lynch & Co. and Keane Advisors, LLC acted as financial advisors to Electronics Boutique. GameStop has obtained committed financing from Citigroup Global Markets Inc., Bank of America Securities and Merrill Lynch & Co. to fund the cash portion of the consideration and transaction costs.
Bryan Cave LLP served as legal advisor to GameStop; and Klehr, Harrison, Harvey, Branzburg and Ellers LLP served as legal advisor to Electronics Boutique.
Peter J. Solomon Company provided a fairness opinion to Electronics Boutique.
CONFERENCE CALL AND WEBCAST
A conference call and webcast with GameStop's and Electronics Boutique's management will be simulcast on the Web at http://www.gamestop.com/investor-relations/ and http://www.ebholdings.com/ beginning at 1:00 PM ET on April 18, 2005, and will be accessible at http://www.gamestop.com/investor-relations/ and http://www.ebholdings.com/, where it will be archived until May 2, 2005. In connection with this transaction, both GameStop and Electronics Boutique intend to post a new investor presentation to their corporate websites today.