Hasbro, Inc. Announces Definitive Agreement to Acquire MicroProse, Inc.PAWTUCKET, R.I.--(BUSINESS WIRE)--Aug. 12, 1998--Hasbro, Inc. (ASE (Adaptive Server Enterprise) A relational DBMS from Sybase that runs on Windows NT/2000, Linux and a variety of Unix platforms. ASE is a comprehensive and robust data management product with a long history dating back to the late 1980s. :HAS) announced today that it has entered into a definitive agreement to acquire MicroProse, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :MPRS MPRS Malawi Poverty Reduction Strategy MPRS Majelis Permusyawaratan Rakyat Sementara (Provisional People's Consultative Congress; Indonesia) MPRS Multi-Point Refueling System (US DoD) ), a 17-year veteran publisher of popular simulation, 3-D action and strategy games for the personal computer. The purchase price is $6.00 per common share of MicroProse, payable in cash. The total value of the transaction is approximately $70 million, including assumed debt and redeemable preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . Closing is expected in September of 1998. The agreement calls for a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Hasbro to commence a tender offer no later than August 18, 1998 for all of MicroProse's outstanding common shares. The offer will be conditioned upon, among other things, the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the tender of a majority of the common shares outstanding on a fully diluted basis of MicroProse. Following the consummation of the offer, Hasbro's subsidiary will be merged with MicroProse and any remaining MicroProse common shares will be converted into the right to receive $6.00 per share in cash. Prior to a one-time charge in 1998 relating to the expensing of purchased in-process research and development, Hasbro expects the transaction will not be dilutive to earnings this year, and will be accretive beginning in 1999. Hasbro will combine the activities of MicroProse with Hasbro Interactive, its leading entertainment software publishing Entertainment Software Publishing (エンターテインメント・ソフトウェア・パブリッシング), or ESP, is a computer game publisher. arm. "This acquisition is an incredible opportunity to combine the complementary talents of Hasbro Interactive and MicroProse," said Alan G. Hassenfeld, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Hasbro, Inc. "MicroProse brings us great people, especially in research and development, and a strong international operation, which is very important to us as we continue to aggressively pursue the international marketplace." "The acquisition of MicroProse will significantly enhance Hasbro Interactive in three key strategic growth areas: brands and content, R&D assets, and European distribution," noted Tom Dusenberry, President of Hasbro Interactive, Inc. "We will now compete in virtually all major PC game categories. We also look forward to expanding many of MicroProse's games to multiple hardware platforms." MicroProse has more games in the Computer Gaming World's Hall of Fame than any other publisher. The company has 10 Computer Gaming World Computer Gaming World (CGW) was the first magazine devoted exclusively to computer games. CGW was founded in 1981 by Russell Sipe as a semi-monthly publication. Hall of Fame honors including awards for the legendary Civilization(R) series; the Falcon(R) flight simulation franchise; X-Com(R), the best-selling science fiction computer game line; and Gunship gun·ship n. An armed aircraft, such as a helicopter, that is used to support troops and provide fire cover. (R), Master of Orion Master of Orion (MoO) is a turn-based science fiction computer strategy game designed by Steve Barcia, developed by Barcia's company Simtex and published by Microprose in 1993. (R), and Master of Magic(R). Other key brand franchises include the multi-million unit selling MechWarrior(R) line, Magic the Gathering(R), Star Trek(tm) Next Generation the series, Top Gun(R), the Grand Prix racing Grand Prix racing Automobile racing in which formula cars are run on closed highways or courses that simulate road conditions. Formula cars are open-wheel, open-cockpit, rear-engine vehicles and are generally smaller than those used in speedway races such as the Indianapolis line, F-15 Strike Eagle(R), and Worms(R). MicroProse has technologies that are critical to PC entertainment software development, including 3-D simulation, artificial game intelligence, and networked game-play capabilities. Gilman G. Louie, Chairman of MicroProse, said, "We're excited about joining Hasbro Interactive and the many growth opportunities we can pursue together. Both organizations have clear strengths that will complement each other greatly." Hasbro, Inc. is a worldwide leader in the design, manufacture and marketing of toys, games, interactive software, puzzles and infant products. Both internationally and in the U.S., its Playskool(R) , Kenner(R), Tonka(R), OddzOn(R), Super Soaker(R), Milton Bradley(R), Parker Brothers(R), Tiger(tm) and Hasbro Interactive(tm) products, provide children and families with the highest quality and most recognizable toys and games in the world. Hasbro Interactive, Inc. is a leading all-family interactive games publisher, formed in 1995 to bring to life on the computer the deep library of toy and board games of parent company Hasbro, Inc. Hasbro Interactive has since expanded its charter to include original and licensed games for the PC, the Playstation(R) and Nintendo(R) 64 game consoles and for multi-player gaming over the Internet. Headquartered in Beverly, Massachusetts, Hasbro Interactive has offices in the U.K., France, Germany, Japan and Canada. For additional information, visit Hasbro Interactive's Web site at www.hasbro-interactive.com. MicroProse, Inc. is a leading developer and publisher of interactive entertainment software for use on CD-ROM-based personal computers. The company has four development studios located in Alameda, California; Hunt Valley, Maryland; Chapel Hill, North Carolina Chapel Hill is a town in North Carolina and the home of the University of North Carolina at Chapel Hill (UNC-CH), the oldest state-supported university in the United States. As of the 2000 census, it had a population of 48,715. As of 2004 its estimated population was 52,440. ; and Chipping Sodbury, England. Products are available nationally and internationally and are sold through major distributors, retailers, and mass merchants. Product and company information is available for download from the MicroProse(R) Web site at www.microprose.com. Hasbro: Certain statements contained in this release contain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements are inherently subject to known and unknown risks and uncertainties. The Company's actual actions or results may differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such a difference include, but are not limited to, the timely manufacture and shipping by the Company of new and continuing products and their acceptance by customers and consumers in a competitive product environment; economic conditions and currency fluctuations in the various markets in which the Company operates throughout the world; the continuing trend of increased concentration of the Company's revenues in the second half and fourth quarter of the year, together with increased reliance by retailers on quick response inventory management techniques, which increases the risk of underproduction un·der·pro·duce v. un·der·pro·duced, un·der·pro·duc·ing, un·der·pro·duces v.tr. To produce (goods, for example) at a level below full capacity or beneath the degree of demand. v.intr. of popular items, overproduction o·ver·pro·duce tr.v. o·ver·pro·duced, o·ver·pro·duc·ing, o·ver·pro·duc·es To produce in excess of need or demand. o of less popular items and failure to achieve tight and compressed shipping schedules; the impact of competition on revenues, margins and other aspects of the Company's business; third party actions or approvals that could delay, modify or increase the cost of implementation of, the Company's Global Integration and Profit Enhancement program; and the risk that anticipated benefits of acquisitions may not occur or be delayed or reduced in their realization. The Company undertakes no obligation to make any revisions to the forward-looking statements contained in this release or to update them to reflect events or circumstances occurring after the date of this release. MicroProse: The statements contained in this release that are not historical facts are "forward-looking statements." The company cautions readers of this press release that a number of important factors could cause such company's actual future results to differ materially from those expressed in any such forward-looking statements. These important factors, and other factors that could affect the company are described in MicroProse's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended March 31, which was filed with the United States Securities and Exchange Commission. Readers of this press release are referred to such filings. Star Trek: The Next Generation(R), (tm) and (c) 1998 Paramount Television, All Rights Reserved. STAR TREK and related marks are trademarks of Paramount Pictures. Top Gun(R) is a registered trademark of Paramount Pictures. Magic: The Gathering, is a registered trademark of Wizards of the Coast Wizards of the Coast (often referred to as WotC or simply Wizards) is an American publisher of games, primarily based on fantasy and science fiction themes. Originally a basement-run role-playing game publisher, they popularized the collectible card game genre with in , Inc. WORMS2 (c) Team 17 Software Ltd. All rights reserved. Falcon, Civilization, X-COM, Master of Orion, Gunship and F-15 Strike Eagle are trademarks of MicroProse, Inc. or its affiliates. MechWarrior(tm) is a trademark of FASA FASA Federal Acquisition Streamlining Act of 1994 FASA Filipino-American Student Association FASA Federated Ambulatory Surgery Association (nonprofit association representing the interests of ambulatory surgery centers) Corporation. CONTACT: Hasbro Wayne Charness: News Media 401-727-5983 or Renita O'Connell: Investor Relations Investor relations The process by which the corporation communicates with its investors. 401-727-5401 or Dana Henry: Hasbro Interactive 978-921-3759 or MicroProse Angela Edwards 510-864-4336 or Virginia Turner 510-864-4431 |
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