Midway Games (NYSE:MWY)
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Midway Games Inc. (NYSE:MWY) announced today the pricing
on September 13, 2005, of its offering of $65 million of Convertible
Senior Notes due 2025. The notes are general unsecured obligations of
Midway and will only be offered and sold to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933.
The notes will bear interest at a rate of 6% per year and will be
convertible into Midway common stock, at the option of the holders, at
a conversion rate of 56.3253 shares per $1,000 principal amount of the
notes, which is equivalent to an initial conversion price of
approximately $17.75. The conversion price represents a 10% premium
over the closing price of Midway common stock on the New York Stock
Exchange on September 13, 2005. There may be an increase in the
conversion rate of the notes under certain circumstances.
Holders may require Midway to purchase for cash all or part of
their notes on April 30, 2009, September 30, 2010, September 30, 2015,
and September 30, 2020, or upon the occurrence of certain events, at
100% of the principal amount of the notes plus accrued and unpaid
interest and additional interest, if any, up to, but not including,
the date of purchase. Midway may redeem for cash all or a portion of
the notes at any time on or after October 5, 2010, at 100% of the
principal amount of the notes plus accrued and unpaid interest and
additional interest, if any, up to, but not including, the date of
redemption.
The offering is expected to close on September 19, 2005, subject
to customary closing conditions. Midway has granted the initial
purchasers of the notes an option to purchase, within 30 days from
September 13, 2005, up to an additional $10 million aggregate
principal amount of notes.
Midway intends to use the net proceeds from the offering for
general corporate purposes, including working capital, capital
expenditures and future acquisitions of, or strategic alliances with,
development companies or other companies involved in the development
or production of video games.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities. The notes and the common
stock issuable upon conversion of the notes have not been registered
under the Securities Act of 1933 or applicable state securities laws.
Unless so registered, the notes and common stock issuable upon
conversion of the notes may not be offered or sold in the United
States except pursuant to an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws.
About Midway Games
Headquartered in Chicago, IL with offices in San Diego, CA,
Seattle, WA, Austin, TX, Los Angeles, CA, Munich, Germany, London, UK,
and Adelaide, AUS, Midway Games Inc. (NYSE:MWY) is a leading developer
and publisher of interactive entertainment software for major video
game systems. More information about Midway can be obtained at
www.midway.com
This press release contains "forward-looking statements" within
the meaning of the federal securities laws concerning future business
conditions and the outlook for Midway Games Inc. (the "Company") based
on currently available information that involve risks and
uncertainties. The Company's actual results could differ materially
from those anticipated in the forward-looking statements as a result
of these risks and uncertainties, including, without limitation, the
financial strength of the interactive entertainment industry,
dependence on new product introductions and the ability to maintain
the scheduling of such introductions, the upcoming console platform
transition and other technological changes, dependence on major
platform manufacturers, adequacy of capital resources and other risks
more fully described under "Item 1. Business - Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31,
2004, and in the more recent filings made by the Company with the
Securities and Exchange Commission.