Electronics Boutique (NASDAQ:ELBO)
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GameStop Corp. (NYSE:GME) (NYSE:GME.B) and Electronics
Boutique Holdings Corp. (Nasdaq:ELBO) announced today that the
registration statement relating to the combination of the two
companies has been declared effective by the U.S. Securities and
Exchange Commission. Both companies expect to begin mailing their
joint proxy statement-prospectus on or about September 7, 2005 to
stockholders of record as of Tuesday, August 30, 2005.
GameStop and Electronics Boutique have each scheduled Thursday,
October 6, 2005, as the date for their respective annual stockholders
meeting to consider and vote upon the proposed merger. GameStop's
annual meeting will be held at 12:00 p.m. (CDT) at the Wyndham Anatole
Hotel, 2201 Stemmons Freeway, Dallas, TX 75207. Electronics Boutique's
annual meeting will be held at 1:00 p.m. (EDT) at its corporate
headquarters located at 931 South Matlack Street, West Chester, PA
19382.
The boards of directors of both companies have approved the
proposed merger and recommend that GameStop and Electronics Boutique
stockholders vote their shares for the adoption of the merger
agreement and the transactions contemplated by the merger agreement.
GameStop and Electronics Boutique expect to close the combination
shortly after receiving approval from their respective stockholders.
Additional information and Where to Find it
GSC Holdings Corp. has filed with the Securities and Exchange
Commission a Registration Statement on Form S-4 (Registration No.
333-125161) containing a joint proxy statement-prospectus regarding
the proposed combination involving GameStop and Electronics Boutique.
GameStop and Electronics Boutique will mail the definitive joint proxy
statement-prospectus to their respective stockholders on or about
September 7, 2005. Investors are urged to read the definitive joint
proxy statement-prospectus regarding the proposed transaction because
it will contain important information. Stockholders can obtain a free
copy of the definitive joint proxy statement-prospectus, as well as
other filings containing information about GSC Holdings Corp.,
GameStop Corp. and Electronics Boutique Holdings Corp., without
charge, at the SEC's Internet site at http://www.sec.gov. You may also
obtain these documents from the respective websites of each of
GameStop and Electronics Boutique at
http://www.gamestop.com/investor-relations and
http://www.ebholdings.com. Copies of the definitive joint proxy
statement-prospectus and the SEC filings that will be incorporated by
reference in the definitive joint proxy statement-prospectus can also
be obtained, without charge, by directing a request to GameStop Corp.,
625 Westport Parkway, Grapevine, Texas 76051, Attention: Investor
Relations, or to Electronics Boutique Holdings Corp., 931 South
Matlack Street, West Chester, Pennsylvania 19382, Attention: Investor
Relations. This filing shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, and shall not
constitute an offer, solicitation or sale in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful.
About GameStop Corp.
Headquartered in Grapevine, TX, GameStop Corp. (NYSE:GME)
(NYSE:GME.B) is one of the nation's largest video game and
entertainment software retailers. The company operates 1,980 retail
stores throughout the 50 states, the District of Columbia, Puerto
Rico, Ireland and the United Kingdom, primarily under the GameStop(R)
brand. In addition, the company owns a commerce-enabled Web property,
GameStop.com, and Game Informer(R) magazine, a leading video and
computer game publication. GameStop Corp. sells the most popular new
software, hardware and game accessories for the PC and next generation
video game systems from Sony, Nintendo, and Microsoft. In addition,
the company sells computer and video game magazines and strategy
guides, action figures, and other related merchandise to more than 30
million customers.
General information on GameStop Corp. can be obtained via the
Internet by visiting the company's corporate Website:
http://www.gamestop.com/investor-relations/.
About Electronics Boutique Holdings Corp.
Electronics Boutique, a Fortune 1000 company, is a leading global
retailer dedicated exclusively to video game hardware and software, PC
entertainment software, accessories and related products. As of July
30, 2005, the company operated 2,280 stores in the United States,
Australia, Canada, Denmark, Finland, Germany, Italy, New Zealand,
Norway, Puerto Rico, Spain and Sweden -- primarily under the names EB
Games and Electronics Boutique. The company operates an e-commerce
website at http://www.ebgames.com. Additional company information is
available at http://www.ebholdings.com.
Safe Harbor
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements about the
benefits of the business combination transaction involving GameStop
and Electronics Boutique, including future financial and operating
results, the new company's plans, objectives, expectations and
intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of
GameStop's and Electronics Boutique's management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
ability to obtain stockholder approvals of the proposed
GameStop/Electronics Boutique combination; the risk that the
businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption from
the transaction making it more difficult to maintain relationships
with customers, employees or suppliers; and competition and its effect
on pricing, spending, third-party relationships and revenues.
Additional factors that could cause GameStop's and Electronics
Boutique's results to differ materially from those described in the
forward-looking statements can be found in the Annual Reports on Forms
10-K/A of GameStop and Electronics Boutique for the fiscal year ended
January 29, 2005 filed with the SEC and available at the SEC's
Internet site at http://www.sec.gov.
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