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FOR IMMEDIATE
RELEASE
HASBRO
TO ACQUIRE WIZARDS OF THE COAST, INC.
Pawtucket, RI (September 9,
1999) - Hasbro, Inc. [NYSE:HAS] and Wizards of the Coast, Inc.
announced today that they have entered into a definitive agreement
for Hasbro to acquire Wizards of the Coast, the world's largest
publisher of hobby games and a leading publisher of fantasy
and science fiction literature. The purchase price is approximately
$325 million, subject to adjustment based on the audited net
assets of Wizards of the Coast at closing, and certain contingent
payment rights. The waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act has expired, and the transaction
is expected to be completed by the end of September of 1999.
Privately-held Wizards of
the Coast was founded in 1990 by Peter D. Adkison, and is best
known for Magic: The Gathering, the world's all-time
best-selling trading card game. Since its release in 1993, more
than six million players worldwide have embraced this game,
which is now available in 10 languages and played in more than
52 countries. Other well-known products include the popular
Pokémon trading card game, currently the number-one game
in the U.S., and the Dungeons & Dragons roleplaying
games. The company also sponsors a worldwide tournament program
for hobby game enthusiasts, owns and operates almost 70 retail
game establishments and operates the Wizards of the Coast Game
Center in Seattle, the first gaming environment and entertainment
center for adventure gaming enthusiasts of all ages.
"Wizards of the Coast
will enable us to significantly expand in the fast-growing games
arena, which is a cornerstone of our growth strategy for the
new millennium," said Alan G. Hassenfeld, Chairman and
CEO of Hasbro, Inc. "This acquisition brings us not only
incredibly popular content and exciting future gaming initiatives,
but also a visionary senior management team and creative talent,
expanded distribution channels and an opportunity to participate
in location-based entertainment. There is no end to the opportunities
we see from cross-fertilization of our respective game portfolios,
including the fast-growing areas of interactive software and
on-line gaming. Plus, the year-round nature of these businesses
will help to balance the seasonality of our diversified portfolio,"
Hassenfeld continued.
"We are very excited
about this merger of the world's two greatest game companies,"
said Peter D. Adkison, President and CEO of Wizards of the Coast.
"We are proud to become part of the Hasbro tradition and
culture, and look forward to working together to build on the
strength of Hasbro's rich library of intellectual properties,"
Adkison added.
Shareholders owning over two-thirds
of the Wizards of the Coast outstanding shares, representing
more than the required minimum approval, have agreed to vote
their shares in favor of this merger at the shareholders' meeting
which is expected to take place on or about September 30, 1999.
Peter Adkison and his senior management team will continue to
run Wizards of the Coast, which will remain based just outside
of Seattle. This transaction is expected to have no material
impact on Hasbro's earnings per share in 1999 and to be accretive
in the year 2000 and beyond.
Hasbro 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, KENNER, TONKA, ODDZON, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER, HASBRO INTERACTIVE,
and GALOOB products provide children and families with the highest
quality and most recognizable toys and games in the world.
Wizards of the Coast, Inc.,
the worldwide market share leader in the trading card game and
tabletop roleplaying game categories, is a leading developer
and publisher of game-based entertainment products as well as
the owner and operator of one of the nation's largest specialty
game retail chains. The company holds an exclusive patent on
the play mechanic of trading card games (TCGs) and produces
the world's best-selling Pokémon* and Magic: The Gathering
TCGs. Publisher of adventure games such as the classic Dungeons
& Dragons games, family card and board games and electronic
media products, Wizards of the Coast is also one of the world's
leading fantasy and science fiction book publishers. The company
has retail locations that provide game-play areas. Headquartered
near Seattle, Washington, Wizards of the Coast has international
offices in Antwerp, Paris, Milan, London and Beijing. For more
information on Wizards of the Coast, visit the company's website
and electronic retail store at <www.wizards.com>.
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,
currency fluctuations and government regulation and other actions
in the various markets in which the Company operates throughout
the world; the inventory policies of retailers, including the
continuing trend of 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; the Company's incurring higher than expected
costs to achieve, or not achieving, "Year 2000" readiness
with respect to the Company's systems, or the Company's customers,
vendors or service providers failing to achieve such readiness;
and the risk that anticipated benefits of acquisitions or the
Company's Global Integration and Profit Enhancement program
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.
*©1995, 1996 and 1998 Nintendo,
Creatures, GAMEFREAK. Pokémon and Game Boy are trademarks of
Nintendo
CONTACT:
HASBRO: Wayne S. Charness (News Media)
401-727-5983
Renita E. O'Connell (Investor
Relations)
401-727-5401
WIZARDS OF THE COAST: Carol
S.Knight
425-204-7650
Charlotte T. Skeel
425-204-7683
©1999
Wizards of the Coast, Inc. All rights reserved.
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