Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Tender-Offer Statement -- Third-Party Tender Offer 8 37K
2: EX-99.A.1 Offer to Purchase, Dated August 14, 1998 41 232K
3: EX-99.A.2 Letter of Transmittal 11 63K
4: EX-99.A.3 Notice of Guaranteed Delivery 2 16K
5: EX-99.A.4 Letter to Brokers, Dealers, Etc. 2 15K
6: EX-99.A.5 Letter to Clients 2 15K
7: EX-99.A.6 Guidelines for Certification 4± 17K
8: EX-99.A.7 Press Release of Parent Dated August 12, 1998 4 16K
9: EX-99.A.8 Press Release of Parent Dated August 14, 1998 1 10K
10: EX-99.A.9 Summary Advertisement 4 21K
11: EX-99.C.1 Agreement and Plan of Merger 74 231K
12: EX-99.C.2 Stock Option Agreement 13 43K
13: EX-99.C.3 Software Distribution Agreement 97 242K
14: EX-99.C.4 Confidentiality Agreement 5 23K
EX-99.A.7 — Press Release of Parent Dated August 12, 1998
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For Immediate Release
Contact: Hasbro MicroProse
Wayne Charness: News Media Angela Edwards
401-727-5983 510-864-4336
Renita O'Connell: Investor Relations Virginia Turner
401-727-5401 510-864-4431
Dana Henry: Hasbro Interactive
978-921-3759
[HASBRO LETTERHEAD]
HASBRO, INC. ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE MICROPROSE, INC.
Pawtucket, R.I. August 12, 1998 -- Hasbro, Inc. [ASE:HAS] announced
today that it has entered into a definitive agreement to acquire MicroProse,
Inc. [NASDAQ:MPRS], a 17-year veteran publisher of popular simulation, 3-D
action and strategy games for the personal computer. The purchase price is $6.00
per common share of MicroProse, payable in cash. The total value of the
transaction is approximately $70 million, including assumed debt and redeemable
preferred stock. Closing is expected in September of 1998.
The agreement calls for a wholly owned subsidiary of Hasbro to commence a tender
offer no later than August 18, 1998 for all of MicroProse's outstanding common
shares. The offer will be conditioned upon, among other things, the expiration
or earlier termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the tender of a majority
of the shares outstanding on a fully diluted basis of common stock of
MicroProse. Following the consummation of the offer, Hasbro's subsidiary will be
merged with MicroProse and any remaining MicroProse common shares will be
converted into the right to receive $6.00 per share in cash.
-more-
Page Two
Prior to a one-time charge in 1998 relating to the purchased in-process research
and development expenses of MicroProse. Hasbro expects the transaction will not
be dilutive to earnings this year, and will be accretive beginning in 1999.
Hasbro will combine the activities of MicroProse with Hasbro Interactive, its
leading entertainment software publishing arm.
"This acquisition is an incredible opportunity to combine the complementary
talents of Hasbro Interactive and MicroProse," said Alan G. Hassenfeld, Chairman
and CEO of Hasbro, Inc. "MicroProse brings us great people, especially in
Research and Development, and a strong international operation, which is very
important to us as we continue to aggressively pursue the international
marketplace."
"The acquisition of MicroProse will significantly enhance Hasbro Interactive in
three key strategic growth areas: brands and content, R&D assets, and European
distribution," noted Tom Dusenberry, President of Hasbro Interactive, Inc. "We
will now compete in virtually all major PC game categories. We also look forward
to expanding many of MicroProse's games to multiple hardware platforms."
MicroProse has more games in the Computer Gaming World's Hall of Fame than any
other publisher. The company has 10 Computer Gaming World Hall of Fame honors
including awards for the legendary Civilization(R) series; the Falcon(R) flight
simulation franchise; X-Com(R), the best-selling science fiction computer game
line; and Gunship(R), Master of Orion(R), and Master of Magic(R). Other key
brand franchises include the multi-million unit selling MechWarrior(R) line,
Magic the Gathering(R), Star Trek(TM) Next Generation the series, the Grand Prix
racing line, F-15 Strike Eagle(R), and Worms(R).
-more-
Page Three
MicroProse has technologies that are critical to PC entertainment software
development, including 3-D simulation, artificial game intelligence, and
networked game-play capabilities.
Gilman G. Louie, Chairman of MicroProse, said, "We're excited about joining
Hasbro Interactive and the many growth opportunities we can pursue together.
Both organizations have clear strengths that will complement each other
greatly."
Hasbro, Inc. is a worldwide leader in the design, manufacture and marketing of
toys, games, interactive software, puzzles and infant products. Both
internationally and in the U.S., its Playskool(R) , Kenner(R), Tonka(R),
OddzOn(R), Super Soaker(R), Milton Bradley(R), Parker Brothers(R), Tiger(TM) and
Hasbro Interactive(TM) products, provide children and families with the highest
quality and most recognizable toys and games in the world.
Hasbro Interactive, Inc. is a leading all-family interactive games publisher,
formed in 1995 to bring to life on the computer the deep library of toy and
board games of parent company Hasbro, Inc. Hasbro Interactive has since expanded
its charter to include original and licensed games for the PC, the
Playstation(R) and Nintendo(R) 64 game consoles and for multi-player gaming over
the Internet. Headquartered in Beverly, Massachusetts, Hasbro Interactive has
offices in the U.K., France, Germany, Japan and Canada. For additional
information, visit Hasbro Interactive's Web site at www.hasbro-interactive.com.
MicroProse, Inc. is a leading developer and publisher of interactive
entertainment software for use on CD-ROM-based personal computers. The company
has four development studios located in Alameda, California; Hunt Valley,
Maryland; Chapel Hill, North Carolina; and Chipping Sodbury, England. Products
are available nationally and internationally and are sold through major
distributors, retailers, and mass merchants. Product and company information is
available for download from the MicroProse(R) Web site at www.microprose.com.
-more-
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Page Four
Hasbro: Certain statements contained in this release contain "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are inherently subject to known and
unknown risks and uncertainties. The Company's actual actions or results may
differ materially from those expected or anticipated in the forward-looking
statements. Specific factors that might cause such a difference include, but are
not limited to, the timely manufacture and shipping by the Company of new and
continuing products and their acceptance by customers and consumers in a
competitive product environment; economic conditions and currency fluctuations
in the various markets in which the Company operates throughout the world; the
continuing trend of increased concentration of the Company's revenues in the
second half and fourth quarter of the year, together with increased reliance by
retailers on quick response inventory management techniques, which increases the
risk of underproduction of popular items, overproduction of less popular items
and failure to achieve tight and compressed shipping schedules; the impact of
competition on revenues, margins and other aspects of the Company's business;
third party actions or approvals that could delay, modify or increase the cost
of implementation of, the Company's Global Integration and Profit Enhancement
program; and the risk that anticipated benefits of acquisitions may not occur or
be delayed or reduced in their realization. The Company undertakes no obligation
to make any revisions to the forward-looking statements contained in this
release or to update them to reflect events or circumstances occurring after the
date of this release.
MicroProse: The statements contained in this release that are not historical
facts are "forward-looking statements." The company cautions readers of this
press release that a number of important factors could cause such company's
actual future results to differ materially from those expressed in any such
forward-looking statements. These important factors, and other factors that
could affect the company are described in MicroProse's Annual Report on Form
10-K for the fiscal year ended March 31, which was filed with the United States
Securities and Exchange Commission. Readers of this press release are referred
to such filings.
(R), (TM) and (C) 1998 Paramount Television, All Rights Reserved. STAR TREK and
related marks are trademarks of Paramount Pictures.
Magic: The Gathering, is a registered trademark of Wizards of the Coast, Inc.
WORMS2 (C) Team 17 Software Ltd. All rights reserved.
Falcon, Civilization, X-COM, Master of Orion, Gunship and F-15 Strike Eagle are
trademarks of MicroProse, Inc. or its affiliates.
###
Dates Referenced Herein and Documents Incorporated by Reference
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