GameStop Corp. And Electronics Boutique Holdings Corp. Announce Expiration of Hart-Scott-Rodino Waiting Period
June 09 2005 - 7:25AM
Business Wire
GameStop Corp. (NYSE: GME) (NYSE: GME.B) and Electronics Boutique
Holdings Corp. (Nasdaq: ELBO) announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, relating to their proposed merger transaction
expired as of 11:59 p.m. Eastern Time on Wednesday, June 8, 2005.
As previously announced on April 18, 2005, GameStop and Electronics
Boutique have entered into a definitive agreement and plan of
merger. The merger transaction, which is expected to close in the
third quarter of 2005, remains subject to approval by the
stockholders of both GameStop and Electronics Boutique and the
satisfaction of other customary closing conditions. GameStop's
antitrust counsel was Bryan Cave LLP and Axinn, Veltrop &
Harkrider LLP, and Electronics Boutique's antitrust counsel was
Willkie Farr & Gallagher LLP with assistance from Klehr,
Harrison, Harvey, Branzburg & Ellers LLP. Additional
Information about This Transaction GSC Holdings Corp. has filed
with the Securities and Exchange Commission a Registration
Statement on Form S-4 (Registration No. 333-125161) containing a
preliminary joint proxy statement-prospectus regarding the proposed
transaction involving GameStop Corp. and Electronics Boutique
Holdings Corp. GameStop and Electronics Boutique will mail the
definitive joint proxy statement-prospectus to their respective
security holders. Investors are urged to read the definitive joint
proxy statement-prospectus regarding the proposed transaction when
it becomes available, because it will contain important
information. Stockholders will be able to obtain a free copy of the
definitive joint proxy statement-prospectus, as well as other
filings containing information about GSC Holdings Corp., GameStop
Corp. and Electronics Boutique Holdings Corp., without charge, at
the SEC's Internet site at http://www.sec.gov. You may also obtain
these documents from the respective websites of each of GameStop
and Electronics Boutique at
http://www.gamestop.com/investor-relations and
http://www.ebholdings.com. Copies of the definitive joint proxy
statement-prospectus and the SEC filings that will be incorporated
by reference in the definitive joint proxy statement-prospectus can
also be obtained, without charge, by directing a request to
GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051,
Attention: Investor Relations, or to Electronics Boutique Holdings
Corp., 931 South Matlack Street, West Chester, Pennsylvania 19382,
Attention: Investor Relations. Information regarding GSC Holdings
Corp's proposed directors and executive officers, GameStop's and
Electronics Boutique's directors and executive officers and other
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is available in the preliminary joint proxy statement-prospectus
contained in the above-referenced Registration Statement on Form
S-4. This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, and shall not
constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. About GameStop Corp. Headquartered in Grapevine, TX,
GameStop Corp. (NYSE: GME) (NYSE:GME.B) is one of the nation's
largest video game and entertainment software retailers. The
company operates 1,908 retail stores throughout the 50 states, the
District of Columbia, Puerto Rico and Ireland, primarily under the
GameStop(R) brand. In addition, the company owns a commerce-enabled
Web property, GameStop.com, and Game Informer(R) magazine, a
leading video and computer game publication. GameStop Corp. sells
the most popular new software, hardware and game accessories for
the PC and next generation video game systems from Sony, Nintendo,
and Microsoft. In addition, the company sells computer and video
game magazines and strategy guides, action figures, and other
related merchandise to more than 30 million customers. General
information on GameStop Corp. can be obtained via the Internet by
visiting the company's corporate Website:
http://www.gamestop.com/investor-relations/. About Electronics
Boutique Holdings Corp. Electronics Boutique, a Fortune 1000
company, is a leading global retailer dedicated exclusively to
video game hardware and software, PC entertainment software,
accessories and related products. As of April 30, 2005, the company
operated 2,071 stores in the United States, Australia, Canada,
Denmark, Germany, Italy, New Zealand, Norway, Puerto Rico, Spain
and Sweden - primarily under the names EB Games and Electronics
Boutique. The company operates an e-commerce website at
http://www.ebgames.com. Additional company information is available
at http://www.ebholdings.com. Safe Harbor This press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about the benefits of
the business combination transaction involving GameStop and
Electronics Boutique, including future financial and operating
results, the new company's plans, objectives, expectations and
intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of
GameStop's and Electronics Boutique's management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. The following
factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to
obtain governmental approvals of the transaction on the proposed
terms in a timely manner; the failure of GameStop and Electronics
Boutique stockholders to approve the transaction; the risk that the
businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not
be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; and
competition and its effect on pricing, spending, third-party
relationships and revenues. Additional factors that could cause
GameStop's and Electronics Boutique's results to differ materially
from those described in the forward-looking statements can be found
in the Annual Reports on Forms 10-K/A of GameStop and Electronics
Boutique for the fiscal year ended January 29, 2005 filed with the
SEC and available at the SEC's Internet site at http://www.sec.gov.
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