Blockbuster Confirms Willingness to Increase Price for Hollywood Entertainment Subject to Review of Confirmatory Information
01 Dezembro 2004 - 11:01AM
PR Newswire (US)
Blockbuster Confirms Willingness to Increase Price for Hollywood
Entertainment Subject to Review of Confirmatory Information
Hollywood's Requirement for a Standstill Restriction as a
Prerequisite to Providing Confidential Information May Prevent
Blockbuster From Increasing Its Potential Acquisition Price DALLAS,
Dec. 1 /PRNewswire-FirstCall/ -- Blockbuster Inc. (NYSE:BBINYSE:
BBI.B) today confirmed its willingness to increase its potential
acquisition price for Hollywood Entertainment Corporation
(NASDAQ:HLYW) above the $11.50 per share price previously
communicated to Hollywood, subject to Blockbuster's review of
confirmatory information from Hollywood and Hollywood's elimination
of a standstill requirement currently preventing delivery of the
information. Even before any increase, Blockbuster's current
expression of interest represents a 12% premium over the value of
Hollywood's current merger agreement with Leonard Green Partners
and its own Chairman and CEO, Mark Wattles. In order to receive the
requested information, Blockbuster has agreed to execute a
confidentiality agreement with Hollywood. However, Hollywood has
informed Blockbuster that under its existing $10.25 per share
merger agreement with Leonard Green Partners and Mr. Wattles it is
prohibited from providing such information unless Blockbuster
agrees to standstill provisions that, among other things, would
prohibit Blockbuster from making a tender offer directly to
Hollywood's shareholders without the approval of Hollywood's Board
of Directors. Hollywood has already provided the information
requested by Blockbuster to Leonard Green Partners. Blockbuster
does not believe it is in the interests of either company's
shareholders for Blockbuster to sign such an agreement at this
time. "We believe that Blockbuster is positioned to provide the
most value and best serve the interests of Hollywood's
shareholders," said John Antioco, Blockbuster Chairman and CEO.
"Unfortunately, we believe Hollywood's requirement that
Blockbuster's receipt of basic confirmatory information be tied to
standstill restrictions is depriving Hollywood shareholders of the
opportunity to potentially receive greater value for their shares."
Mr. Antioco continued, "At this point, it appears that Blockbuster
will not be able to receive the requested information from
Hollywood unless and until the Leonard Green Partners transaction
is modified to eliminate the requirement for a standstill agreement
from Blockbuster, voted down by Hollywood's shareholders or is
otherwise terminated by Hollywood's Board of Directors. We call on
Hollywood's Board of Directors to act in the best interests of
Hollywood's shareholders." THIS PRESS RELEASE IS FOR INFORMATIONAL
PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN
OFFER TO SELL ANY SHARES. A SOLICITATION OR 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 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 WWW.SEC.GOV OR FROM BLOCKBUSTER INC.
AT WWW.BLOCKBUSTER.COM . IF A DEFINITIVE AGREEMENT IS SIGNED,
HOLLYWOOD SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. IF A DEFINITIVE
AGREEMENT IS SIGNED, HOLLYWOOD SHAREHOLDERS WILL BE ABLE TO OBTAIN
A COPY OF THE PROXY STATEMENT, AS WELL AS OTHER FILINGS CONTAINING
INFORMATION ABOUT THE PARTIES, FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM HOLLYWOOD ENTERTAINMENT CORPORATION AT
WWW.HOLLYWOODVIDEO.COM . This news release contains forward-looking
statements relating to Blockbuster's continued interest in a
proposal to acquire Hollywood Entertainment Corporation and its
desire to receive and evaluate confirmatory information from
Hollywood. Specific forward-looking statements relate to
Blockbuster's willingness to increase its proposed acquisition
price for Hollywood, the anticipated impact of such transaction on
Blockbuster's financial results and the anticipated benefits to
Blockbuster's and Hollywood's shareholders that could result from
the transaction. 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.
Certain of the statements made in this release are contingent upon
the completion of the proposed transaction discussed above and are
subject to the execution of a confidentiality agreement between
Blockbuster and Hollywood, Blockbuster's receipt and evaluation of
the requested confirmatory information and the execution of a
definitive acquisition agreement or commencement and completion of
a tender offer. Blockbuster can give no assurance that a
confidentiality agreement will be executed between Blockbuster and
Hollywood, it will receive and evaluate the requested confirmatory
information, a definitive agreement will be executed or that a
tender offer will be commenced or completed. Other factors that
could cause actual results to differ materially from the statements
made in this release include, among others: (i) Blockbuster's and
Hollywood's ability to receive all necessary approvals, including
any necessary governmental or regulatory approvals and the approval
of the respective Board's of Directors and stockholders, if
applicable; (ii) 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; (iii) consumer
demand for Blockbuster's planned product and service offerings;
(iv) the variability in consumer appeal of the movie titles and
games software released for rental and sale; (v) Blockbuster's
ability to respond to changing consumer preferences and to
effectively adjust its product mix, service offerings and marketing
and merchandising initiatives; (vi) Blockbuster's ability to timely
implement and maintain the necessary information technology systems
and infrastructure to support shifts in consumer preferences and
any corresponding changes to Blockbuster's operating model,
including changes related to the proposed transaction; (vii) the
extent and timing of Blockbuster's continued investment of
incremental operating expenses and capital expenditures to continue
to develop and implement its initiatives; (viii) vendor
determinations relating to pricing and distribution of their
product and Blockbuster's ability to reach agreements with service,
product and content providers on acceptable commercial terms; and
(ix) other factors as described in Blockbuster's 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. DATASOURCE: Blockbuster Inc. CONTACT: Press: Karen Raskopf,
Senior Vice President, Corporate Communications, +1-214-854-3190,
or Randy Hargrove, Director, Corporate Communications,
+1-214-854-3190; Analysts/Investors: Mary Bell, Senior Vice
President, Investor Relations, +1-214-854-3863, all of Blockbuster
Inc. Web site: http://www.blockbuster.com/
http://www.hollywoodvideo.com/
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