Hasbro, Inc. Announces Definitive Agreement to Acquire MicroProse,
Inc.
Business Wire - August 12, 1998 09:00
PAWTUCKET, R.I.--(BUSINESS WIRE)--Aug. 12, 1998--Hasbro, Inc. (ASE:HAS) announced today that it has entered
into a definitive agreement to acquire MicroProse, Inc. (NASDAQ:MPRS), 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. Closing is expected in September of 1998.
The agreement calls for a wholly owned subsidiary 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 arm.
"This acquisition is an incredible opportunity to combine the complementary talents of Hasbro Interactive and MicroProse,"
said Alan G. Hassenfeld, Chairman and CEO 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 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(R), Master of Orion(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 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; 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 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 of popular items, overproduction 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 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, 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 Corporation.
CONTACT: Hasbro
Wayne Charness: News Media
401-727-5983
or
Renita O'Connell: Investor Relations
401-727-5401
or
Dana Henry: Hasbro Interactive
978-921-3759
or
MicroProse
Angela Edwards
510-864-4336
or
Virginia Turner
510-864-4431 |
