GameStop Announces Final Results of its Modified Dutch Auction Tender Offer
July 15 2019 - 4:59PM
GameStop Corp. (NYSE: GME) today announced the
final results of its “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. The tender offer expired at 5:00 p.m., New
York City time, on July 10, 2019.
In accordance with the terms and conditions of the tender offer
and based on the final count by Computershare Trust Company, N.A.,
the depositary for the tender offer, GameStop accepted for payment,
at a purchase price of $5.20 per share, a total of 12,000,000
shares properly tendered at the purchase price and not properly
withdrawn before the expiration date, at an aggregate cost of
$62,400,000, excluding fees and expenses relating to the tender
offer. GameStop accepted the shares on a pro rata basis, except for
tenders of “odd lots,” which were accepted in full, and conditional
tenders that were automatically regarded as withdrawn because the
condition of the tender was not met, and has been informed by the
depositary that the final proration factor for the tender offer is
43.14%. The shares purchased represent approximately 11.72% of
GameStop’s Class A common stock issued and outstanding as of July
10, 2019.
The depositary will promptly pay for all shares accepted for
payment pursuant to the tender offer, and will return to the
tendering shareholders all other shares tendered and not
purchased.
While GameStop suspended open market repurchase activity under
its existing share repurchase program initiated in March 2019, the
completion of the tender offer removes that suspension.
However, under applicable securities laws, GameStop may not
repurchase any shares until July 25, 2019. After taking into
account the completion of the tender offer, the company has
$237,600,000 repurchase capacity remaining under the share
repurchase program. The amount and timing of any share repurchases
will be evaluated in conjunction with various other opportunities
and depend on a number of factors including the price and
availability of shares of Class A common stock, trading volume,
capital availability, GameStop’s business and financial position
and general economic and market conditions.
Shareholders who have questions or would like additional
information about the tender offer may contact the information
agent for the tender offer, Innisfree M&A Incorporated, at
(888) 750-5834 (toll free) or the dealer manager for the tender
offer, BofA Securities, Inc., at (888) 803-9655 (toll free).
About GameStop GameStop 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 Harbor GameStop 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.
Contact GameStop Corp. Investor Relations (817)
424-2001 investorrelations@gamestop.com
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