Blockbuster Remains Committed to Pursuing Acquisition of Hollywood
18 Gennaio 2005 - 2:00PM
PR Newswire (US)
Blockbuster Remains Committed to Pursuing Acquisition of Hollywood
Company remains optimistic it will complete the Hart-Scott-Rodino
process on or before the end of February DALLAS, Jan. 18
/PRNewswire-FirstCall/ -- Blockbuster Inc. (NYSE:BBI) today
announced that it remains committed to pursuing an acquisition of
Hollywood Entertainment Corporation (NASDAQ:HLYW) in spite of the
recent announcement of the entry into a definitive merger agreement
by Hollywood and Movie Gallery, Inc. (NASDAQ:MOVI). "We are
disappointed that the special committee of Hollywood's board of
directors elected to enter into a merger agreement with Movie
Gallery without giving Blockbuster a fair opportunity to
participate in the auction process," said John Antioco, Blockbuster
Chairman and CEO. "While it no longer makes sense at this time for
Blockbuster to commence a tender offer at $11.50 per share in light
of the Movie Gallery agreement, we are evaluating the price that
Blockbuster would be willing to offer for Hollywood in light of
various factors, including the termination fee to Movie Gallery
that is included in the merger agreement." Blockbuster also
announced that, as is common in transactions of this nature, it has
received a request for additional information from the Federal
Trade Commission under the Hart-Scott-Rodino Regulatory
Improvements Act of 1976 in connection with its proposed
acquisition of Hollywood. Blockbuster is devoting significant
resources to complying with this request and anticipates that it
will be in substantial compliance with the request by the first
week of February. Blockbuster remains optimistic that it will
complete the Hart-Scott-Rodino process by the end of February, if
not earlier. This release contains forward-looking statements
relating to Blockbuster's continued interest in acquiring Hollywood
Entertainment Corporation and its expectations with regard to the
completion of the related Hart-Scott-Rodino process. Specific
forward-looking statements relate to (i) Blockbuster's commitment
to pursuing an acquisition of Hollywood in spite of the recent
announcement of the entry into a definitive merger agreement by
Hollywood and Movie Gallery, Inc.; (ii) Blockbuster's evaluation of
the price it would be willing to pay for such acquisition and (iii)
Blockbuster's expectations as to the timing of its completion of
the Hart-Scott-Rodino process and as to its ability to
substantially comply with the related second request from the
Federal Trade Commission. These forward-looking statements are
based on Blockbuster's current intent, expectations, estimates and
projections and are not guarantees of future performance. These
statements involve risks, uncertainties, assumptions and other
factors that are difficult to predict and that could cause actual
results to vary materially from those expressed in or indicated by
them. In addition, some factors are beyond Blockbuster's control,
including the possible consummation of the recently announced
merger between Hollywood and Movie Gallery, Inc. Therefore,
Blockbuster can give no assurance that the proposed transaction
will be completed or that the conditions to any tender offer
Blockbuster may commence will be satisfied. Other factors that
could cause actual results to differ materially from the statements
made in this release include, among others: (i) Blockbuster's
ability to provide the necessary information and to take such
actions as are necessary to comply with the Federal Trade
Commission's requests of it and to clear the Hart-Scott- Rodino
process; (ii) Blockbuster's and Hollywood's ability to receive any
and all other necessary approvals, including any other necessary
governmental or regulatory approvals and the approval of the
respective Boards of Directors and stockholders, if applicable;
(iii) Blockbuster's ability to close the financing necessary for
the proposed acquisition; (iv) the ability of Blockbuster and
Hollywood to negotiate and enter into a confidentiality agreement
on terms satisfactory to both parties; (v) the results of
Blockbuster's review of Hollywood information if it is provided
access to such information; (vi) changes to Blockbuster's strategy,
business plan and pricing model, including its plans regarding use
of capital and any related impact on Blockbuster's offer price; and
(vii) other factors as described in filings with the Securities and
Exchange Commission, including the detailed factors discussed under
the heading "Cautionary Statements" in Blockbuster's annual report
on Form 10-K for the fiscal year ended December 31, 2003 and
discussed under the heading "Disclosure Regarding Forward-Looking
Information" in Blockbuster's quarterly report on Form 10-Q for the
fiscal quarter ended September 30, 2004. THIS IS NOT AN OFFER TO
BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. A TENDER
OFFER TO BUY HOLLYWOOD'S COMMON STOCK MAY BE MADE, IF AT ALL,
PURSUANT TO A TENDER OFFER STATEMENT, AN OFFER TO PURCHASE AND
RELATED MATERIALS. HOLLYWOOD SHAREHOLDERS SHOULD READ THE TENDER
OFFER STATEMENT, THE OFFER TO PURCHASE AND ANY RELATED MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF ANY
OFFER. HOLLYWOOD SHAREHOLDERS WILL BE ABLE TO OBTAIN THE TENDER
OFFER STATEMENT, THE OFFER TO PURCHASE AND RELATED MATERIALS WITH
RESPECT TO ANY TENDER OFFER, IF APPLICABLE, FREE AT THE SEC'S
WEBSITE AT http://www.sec.gov/ OR FROM BLOCKBUSTER INC. AT
http://www.blockbuster.com/. HOLLYWOOD SHAREHOLDERS ARE URGED TO
READ ANY PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION IF AND
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. BLOCKBUSTER AND ITS DIRECTORS AND EXECUTIVE OFFICERS
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES IN
RESPECT OF THE PROPOSED TRANSACTION BETWEEN HOLLYWOOD AND
BLOCKBUSTER. HOLLYWOOD SHAREHOLDERS WILL BE ABLE TO OBTAIN A COPY
OF ANY PROXY STATEMENT, AS WELL AS OTHER FILINGS CONTAINING
INFORMATION ABOUT THE PARTIES (INCLUDING INFORMATION REGARDING THE
PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION OF THEIR
DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE),
FREE AT THE SEC'S WEBSITE AT http://www.sec.gov/, FROM BLOCKBUSTER
INC. AT http://www.blockbuster.com/ OR FROM HOLLYWOOD ENTERTAINMENT
CORPORATION AT http://www.hollywoodvideo.com/. DATASOURCE:
Blockbuster Inc. CONTACT: Press, Karen Raskopf, Senior Vice
President, Corporate Communications, +1-214-854-3190, or Randy
Hargrove, Director, Corporation Communications, +1-214-854-3190, or
Analysts/Investors, Mary Bell, Senior Vice President, Investor
Relations, +1-214-854-3863, or Angelika Torres, Director, Investor
Relations, +1-214-854-4279, all of Blockbuster Inc. Web site:
http://www.blockbuster.com/ http://www.hollywoodvideo.com/
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