GameStop Announces Intention to Launch a Modified Dutch Auction Tender Offer
June 10 2019 - 8:00AM
GameStop Corp. (NYSE: GME) today announced its
plan to launch a “modified Dutch auction” tender offer to purchase
up to 12,000,000 shares of its Class A common stock, par value
$0.001 per share (“Common Stock”), at a cash purchase price of not
greater than $6.00 and not less than $5.20 per share (the “Purchase
Price”). On June 7, 2019, the closing price of the Common
Stock was $5.02 per share. The tender offer is expected to
commence tomorrow, June 11, 2019, and to expire at 5:00 p.m., New
York City Time, on July 10, 2019, unless the offer is extended.
George Sherman, GameStop’s chief executive
officer said, “While improving our operations and capturing
efficiencies in our business to drive returns for our shareholders
continues to be the top priority for the new leadership team, we
view the purchase of our shares to be financially compelling at
this time. We are committed to leveraging the core strengths
of our business, implementing longer-term growth initiatives and
continuing our disciplined approach to capital allocation.”
A “modified Dutch auction” tender offer allows
shareholders to indicate how many shares of Common Stock and at
what price within the range described above they wish to tender
their shares. Based on the number of shares of Common Stock
tendered and the prices specified by the tendering shareholders,
GameStop will determine the lowest price per share within the range
that will enable it to purchase 12,000,000 shares of Common Stock,
or such lesser number of shares of Common Stock that are properly
tendered and not properly withdrawn prior to the expiration date of
the tender offer. All shares purchased in the tender offer
will be purchased at the same price, even if the shareholder
tendered at a lower price. Shares of Common Stock tendered at
a price above the price at which GameStop is able to purchase
12,000,000 shares will not be purchased in the tender offer.
The tender offer will not be conditioned upon
any minimum number of shares of Common Stock being tendered or any
financing conditions.
While GameStop’s Board of Directors has
authorized GameStop to make the tender offer, neither GameStop nor
its Board of Directors makes any recommendation to any shareholder
as to whether to tender or refrain from tendering any shares of
Common Stock or as to the price or prices at which shareholders may
choose to tender their shares. GameStop has not authorized
any person to make any such recommendation. Shareholders must
decide whether to tender their shares of Common Stock and, if so,
how many shares to tender and at what price or prices to
tender. In doing so, shareholders should carefully evaluate
all of the information in the tender offer documents, when
available, before making any decision with respect to the tender
offer, and should consult their own broker or other financial and
tax advisors.
The tender offer will be made under GameStop’s
$300 million share repurchase program announced on April 2, 2019,
all of which remains available prior to this tender offer.
Future repurchases under the program may be executed after the
expiration of the tender offer through open market purchases or
other means from time to time, subject to applicable laws and
regulations and subject to market conditions and other factors.
Additional Information Regarding the
Tender OfferThe tender offer described in this press
release has not yet commenced, and there can be no assurance that
GameStop will commence the equity tender offer on the terms
described in this release. This press release is for
informational purposes only. This press release is not a
recommendation to buy or sell shares of Common Stock or any other
securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell shares of Common Stock or any
other securities. On the commencement date of the tender
offer, a tender offer statement on Schedule TO, including an offer
to purchase, a letter of transmittal and related materials, will be
filed with the United States Securities and Exchange Commission
(the “SEC”) by GameStop. The tender offer will only be made
pursuant to the offer to purchase, the letter of transmittal and
related materials filed as a part of the Schedule TO. When
available, shareholders should read carefully the offer to
purchase, letter of transmittal and related materials because they
contain important information, including the various terms of, and
conditions to, the tender offer. Once the tender offer is
commenced, shareholders will be able to obtain a free copy of the
tender offer statement on Schedule TO, the offer to purchase,
letter of transmittal and other documents that GameStop will be
filing with the SEC at the SEC’s website at www.sec.gov, the
investor relations section of GameStop’s website at
www.gamestop.com or from the information agent for the tender
offer.
About GameStopGameStop Corp., a Fortune 500
company headquartered in Grapevine, Texas, is a global,
multichannel video game and consumer electronics
retailer. GameStop operates over 5,700 stores across 14
countries. The company's consumer product network also
includes www.gamestop.com and Game Informer® magazine, the
world's leading print and digital video game publication.
General information about GameStop
Corp. can be obtained at the company’s corporate website.
Follow @GameStop and @GameStopCorp on Twitter and
find GameStop on Facebook at www.facebook.com/GameStop.
Safe HarborGameStop has made statements in this
press release that are forward-looking statements. In some
cases, you can identify these statements by forward-looking words
such as “may”, “might”, “will”, “should”, “expect”, “plan”,
“anticipate”, “believe”, “estimate”, “intend”, “likely”, “predict”,
“potential” or “continue”, the negative of these terms and other
comparable terminology. These forward-looking statements,
which are subject to risks, uncertainties and assumptions about
GameStop, may include projections of GameStop’s future financial
performance, based on its growth strategies and anticipated trends
in its business. These statements are only predictions based
on GameStop’s current expectations and projections about future
events. There are important factors that could cause
GameStop’s actual results, level of activity, performance or
achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the
forward-looking statements. In particular, you should
consider the numerous risks outlined under “Risk Factors” in
GameStop’s 2018 Annual Report on Form 10-K, and carefully review
the other reports filed by GameStop.
ContactGameStop Corp. Investor Relations(817)
424-2001investorrelations@gamestop.com
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