FOR IMMEDIATE RELEASE:
Contact:
Hasbro: Wayne S. Charness (News Media) 401-727-5983
Renita E. O'Connell (Investor Relations) 401-727-5401
Galoob: Kathleen R. McElwee 650-952-1678 x2210
HASBRO ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE GALOOB TOYS, INC.
Pawtucket, RI (September 28, 1998) - Hasbro, Inc. [ASE:HAS] announced today
that it has entered into a definitive agreement to acquire Galoob Toys,
Inc. [NYSE:GAL], an international toy manufacturer whose leading brands
include Micro Machines® miniature-scale boys' toys, Star Wars(TM)
small-scale figures and vehicles, Spice Girls(TM) fashion dolls, and Pound
Puppies® mini-dolls. The purchase price is $12 per common share of Galoob,
payable in cash, for a total transaction value of approximately $220
million. Closing is expected in the fourth quarter of 1998.
"Galoob is a tremendous addition to our rich brand portfolio," said Alan G.
Hassenfeld, Chairman and CEO of Hasbro, Inc. "This acquisition will allow
us to build critical mass worldwide in the fast-growing vehicles category
by combining our popular Winner's Circle(TM) racing cars with Galoob's
highly successful Micro Machines®. We are also excited about adding
Galoob's tremendously popular Spice Girls(TM) line to our portfolio,"
Hassenfeld continued.
"In addition, the combination of Galoob's Star Wars(TM) small-scale figures
and vehicles license with Hasbro's extensive Star Wars(TM) license will
allow us to further develop this global brand franchise," Hassenfeld added.
By fully integrating the worldwide operations of Galoob into Hasbro, the
Company expects to achieve economies of scale and cost savings in a variety
of areas including product sourcing, manufacturing, marketing, advertising
and administrative support functions. Hasbro expects the transaction will
be modestly dilutive to earnings in 1998 and accretive beginning in 1999.
Mark D. Goldman, President and Chief Executive Officer of Galoob, said, "We
are excited about joining Hasbro. Hasbro's global reach and resources will
enormously expand the potential of Galoob's brands, especially Star
Wars(TM) and Micro Machines®."
The merger agreement with Galoob calls for a wholly owned subsidiary of
Hasbro to commence a tender offer no later than October 2, 1998 for all of
Galoob's approximately 18 million 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 Improvements Act of 1976 and the tender of a majority of the
common shares outstanding on a diluted basis of Galoob. Following the
consummation of the offer, Hasbro's subsidiary will be merged with Galoob
and any remaining Galoob common shares will be converted into the right to
receive $12 per share in cash.
Founded in 1957, Galoob Toys' current product categories include miniature
vehicles, led by Micro Machines®; entertainment-based toys, led by Star
Wars(TM) ; mini-dolls, comprised of the number one mini-doll brand in 1997,
Pound Puppies®; newly introduced authentic military vehicles, figures and
playsets led by Battle Squads(TM) ; a series of Titanic collector fashion
dolls and celebrity-based fashion dolls. The Company's first celebrity
fashion doll offering is the highly successful Spice Girls(TM) line based
on the British pop group. Micro Machines® is the most comprehensive line of
miniature scale toys for boys in the world, embracing traditional vehicle,
military and male action play patterns. Now in its eleventh successful
year, the brand has generated over $1 billion in retail sales in the U.S.
alone.
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®, Kenner®, Tonka®, OddzOn®,
Super Soaker®, Milton Bradley®, Parker Brothers®, TigerÔ and Hasbro
Interactive(TM) products, provide children and families with the highest
quality and most recognizable toys and games in the world.
Galoob Toys, Inc. designs, develops, markets and sells high quality toys
worldwide. For more information about the Company and its products, visit
Galoob's World Wide Web site at http://www.galoob.com.
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.