GameStop Corp. Emerges

[MuGen]

GRAPEVINE, Texas--(BUSINESS WIRE)--April 18, 2005--
Merger Creates a Leading Video Game Retailer With Over 3,800 Stores Worldwide

GameStop Corp. (NYSE:GME; GME.B) and Electronics Boutique Holdings Corp. (Nasdaq:ELBO) today announced that they have entered into a definitive agreement and plan of merger. The combined company, to be named GameStop Corp., will be a leading global video game retailer with annual revenues of approximately $3.8 billion, with over 3,200 stores located in all 50 United States, the District of Columbia, and Puerto Rico, as well as nearly 600 international stores located throughout Australia, Canada, Denmark, Germany, Ireland, Italy, New Zealand, Norway and Sweden.

Under the terms of the agreement, Electronics Boutique Holdings Corp. (Electronics Boutique) shareholders will receive $38.15 in cash, plus the equivalent of 0.78795 shares of GameStop Corp. (GameStop) Class A common stock for each share of Electronics Boutique. Based on the closing price of GameStop's Class A common stock of $21.61 on Friday, April 15, 2005, the stock component of the per share merger consideration is $17.03. The total merger consideration per share of $55.18 represents a 34.2% premium to the closing price of Electronics Boutique's stock as of Friday, April 15, 2005. The total transaction value is approximately $1.44 billion with consideration consisting of approximately 70% cash and 30% common stock. GameStop intends to fund the cash portion of the transaction through the issuance of $950 million in senior bonds and excess cash.

R. Richard Fontaine, GameStop's Chairman and Chief Executive Officer, said, "This is an exciting transaction for everyone involved - our customers, our shareholders, and our two companies. This merger, which is a very positive step for GameStop, will enable us to enter new international markets and allow us to compete more effectively in the highly competitive U.S. video game industry. We are merging these two companies from a position of strength. Each organization is performing very well now, and we will be able to do more together by extending geographic reach, improving customer service, and continuing our aggressive store growth plans. Electronics Boutique is an impressive organization with a strong management team and we look forward to sharing best practices across both of our companies. In addition, the combined company will retain a strong capital structure, which will allow us to continue to invest in our business going forward."

Jeffrey Griffiths, Electronics Boutique's President and Chief Executive Officer, stated, "Our focus at Electronics Boutique has been to be a leading global retailer of video games and by combining our company with GameStop, we are taking further strides towards reaching that goal. Moreover, this transaction makes a tremendous amount of sense from an operational, cultural, and synergistic perspective. We will now be in an even better position to broaden our reach and generate further efficiencies for our business and our customers. We are enormously proud of what Electronics Boutique has accomplished over the past 28 years, are excited about our future, and look forward to a smooth integration with the GameStop team."

Following completion of the merger, R. Richard Fontaine, GameStop's Chairman and Chief Executive Officer, and Daniel A. DeMatteo, GameStop's Vice Chairman and Chief Operating Officer, will each serve in the same capacity for the combined company. Other key positions are under discussion and will be announced as the integration process moves forward.

This transaction is expected to be significantly accretive to GameStop's fully diluted earnings per share in the second half of fiscal year 2005, and in fiscal years 2006 and beyond. The combined company expects to realize meaningful pre-tax synergies beginning in fiscal year 2006.

The boards of directors of each of GameStop and Electronics Boutique have unanimously approved the transaction.

The merger is also subject to approval by the shareholders of GameStop and Electronics Boutique, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. James Kim, and his affiliates, owners of approximately 47% of Electronics Boutique's voting shares, and Leonard Riggio, and his affiliates, owners of approximately 16% of GameStop's voting power, have each agreed to vote their shares in favor of the transaction.

Citigroup Global Markets Inc. acted as financial advisor to GameStop, and Merrill Lynch & Co. and Keane Advisors, LLC acted as financial advisors to Electronics Boutique. GameStop has obtained committed financing from Citigroup Global Markets Inc., Bank of America Securities and Merrill Lynch & Co. to fund the cash portion of the consideration and transaction costs.

Bryan Cave LLP served as legal advisor to GameStop; and Klehr, Harrison, Harvey, Branzburg and Ellers LLP served as legal advisor to Electronics Boutique.

Peter J. Solomon Company provided a fairness opinion to Electronics Boutique.

http://home.businesswire.com/portal/...19&newsLang=en

I hope this doesn't effect the exclusive accessories ebgames currently gets. I do most of my shopping on or at EBgames.

[Jonbo298]

As long as the stores dont get overly 'weird' with the merger, great stuff.

[Vampyr]

Monopoly! Uh oh!

Really...the places where I shop have an EB on one side of the street, and a GameStop on the other. I hope this doesn't cause me to pay more for my games. >_<

[DeathsHand]

that's odd, I was under the impression that EBgames was doing better than gamestop...

a software etc in the mall nearest to me fairly recently closed down and became an EBgames... and a babbages in another mall recently closed down (there was already an EBgames in that mall)... nod...

Oh well...

[Dark Samurai]

GameStop pulled an EA

[GameMaster]

Does this merger mean they'll actually accept checks now? If they did, maybe their sales would occupy a little more than 1% of the gaming consumer community. Until they actually decide to broaden their horizons of acceptable payment methods, I'll continue shopping from Target.

At Target, I'm not treated like a suspected criminal for wanting to pay with a check. Cheap, worthless, specialty stores

Long live giant corporations!

[MuGen]

Checks..? Come on GM... get a check card and be on w/ your life.....lol

altho +rep for being old fashioned... I suppose.

[thatmariolover]

Well, the merger won't be complete for another four months, or so says our District Manager over at work. I personally think this is a terrible proposition, and I work for Gamestop.

GameStop among a bunch of other retailers (Babbages, Planet X, Software Etc., and more I think) were bought out by Barnes & Noble a year or so ago. They were all merged into one super company that kept the name GameStop. So yeah, EB was doing better than us, but after that GameStop's slowly been strangling EB Games.

GameStop is already one of the worst empoyers around. Offering minimal benefits and average hiring wages at $5.45/h. A lot of people think that you get to play games all day when you work in there, but it's the last thing I get to do. Once, maybe twice a month I'll get to take an hour break and pull out a used game to put in the kiosk. So no, that's not the reason for the lousy pay. I personally fear for all EB employee's and their wages. Gamestop has monopolized the market and the retail employees and customers are the people who will suffer because of it.