| To: John Finley who wrote (2286) | 11/15/1999 3:58:00 PM | | From: Scot | | | |
Get out zee cheese! Scott M. posted this on Yahoo:
messages.yahoo.com
INFOGRAMES COMPLETES GTI TAKE-OVER
As exclusively predicted by MCV two weeks ago, Infogrames has become the new
majority shareholder of GT Interactive. There are no official details at
present but it is understood that an announcement will be made at the
InterContinental Hotel in Paris on Tuesday morning (November 15th). It will
be presented by Infogrames' flamboyant CEO Bruno Bonnell and GTI's CEO
Thomas Heymann, who was brought into the company from Disney in February to
help secure its future after a rocky period.
Initially, it is expected that the two companies will trade autonomously,
with GTI remaining as a separate entity on the NASDAQ. Full details on the
consolidation of the two companies are expected by the end of the year, when
the deal will have been ratified by shareholders.
The swoop for GTI proves how serious Infogrames is about increasing its
global strength and raising its profile across the Atlantic. US publishing
veteran Accolade and UK outfit Gremlin Interactive were both bought earlier
this year, amongst a series of aggressive moves, but this is by far the
French super-publisher's biggest deal to date. Infogrames has beaten off
interest from Hasbro, Microsoft, Acclaim and finance outfit Blackstone to
secure an agreement which creates a hugely powerful force. Infogrames
recorded global sales of $327.5m in its full-year ended June 30th, whilst
GTI's full-year sales to the end of March topped $570m. GTI's sales for its
first fiscal quarter ending June 30th were a massive $121m.
Infogrames will add to its roster a portfolio of companies which includes
Newcastle-based Reflections (maker of the huge-selling Driver), Cavedog
(Total Annihilation), Oddworld (Abe's Oddysee), Singletrac (Twisted Metal)
and one of the largest software distribution operations in the US.
For more exclusive news about GTI Interactive and Infogrames, read MCV this
Friday. |
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| To: John Finley who wrote (2288) | 11/15/1999 5:32:00 PM | | From: Scot | | | |
Here's the PR:
I can't say I'm disappointed, given the sorry state of this company. Would also rather have seen HAS.
-Scot
marketwatch.newsalert.com
Infogrames Entertainment to Acquire Controlling Stake in GT Interactive Software to Create One of the Foremost Interactive Entertainment Companies
PR Newswire - November 15, 1999 17:15
LYON, France, NEW YORK and SAN JOSE, Calif., Nov. 15 /PRNewswire/ -- Infogrames Entertainment S.A., an established leading developer, publisher and distributor of interactive entertainment, today announced it has reached an agreement to acquire control of GT Interactive Software (GTIS), a US-based company for a total investment of $135 million. This development effectively transforms the landscape of the global video games industry. As a result of this transaction, Infogrames will rank as one of the top interactive entertainment companies worldwide.
This transaction is intended to benefit the shareholders of both companies. As a result of this transaction, GTIS will have enhanced financial, distribution and managerial resources and will remain listed on NASDAQ. In GTIS, Infogrames acquires an interest in seven award-winning internal development studios, among which are Humongous Entertainment, Cavedog Entertainment, WizardWorks and Reflections.
Through this transaction, Infogrames will be able to expand its impressive product offerings of such franchises as Mission Impossible, Test Drive and Looney Tunes to include GTIS best-sellers like Driver, Deer Hunter, Blues Clues and Abe's Odyssey. This transaction continues Infogrames' global expansion by firmly establishing it in the North American interactive entertainment market, estimated to reach $7 billion in sales next year.
Infogrames Agreement with GTIS
-- Infogrames will purchase 33.4 million GTIS common shares from the
founding Cayre family for $25 million, implying an average price of
75 cents per share. The Cayre family has also committed to provide
Infogrames with a proxy for the 1.3 million shares that will still be
owned by the Cayre family upon closing of the transaction.
-- Infogrames will purchase 28.6 million newly issued shares for
$50 million. Infogrames will also purchase a convertible note from
GTIS for approximately $60.5 million, which will be convertible into
GTIS common shares at $1.85 per share for a total of 32.7 million
shares. As part of the consideration for the $60.5 million convertible
note, Infogrames will acquire and surrender to GTIS the $10.5 million
junior debt owned by members of the Cayre family.
-- GTIS will issue a new $50 million convertible note to funds managed by
General Atlantic Partners, in exchange for $30 million in preferred
stock and a $20 million subordinated note held by General Atlantic
Partners. The note will be convertible into GTIS common shares at
$4.00 per share. In addition, General Atlantic Partners will transfer
to Infogrames warrants for the purchase of 4,500,000 GTIS common
shares.
Following this transaction, Infogrames will hold approximately 70% of the outstanding common stock of GTIS, assuming conversion of Infogrames' convertible notes. Infogrames will also have the right to appoint a new board of directors. As part of the transaction, GTIS' bank syndicate has agreed to amend its credit agreement with GTIS.
Infogrames founder and Chairman Bruno Bonnell said, "This transaction demonstrates our commitment to making Infogrames the No. 1 player in this market. In the past two years, we have demonstrated our ability to purchase and turn around such companies as Ocean in the UK and Philips Media's European assets. Similarly, I am confident that Infogrames can drive GTIS back to profitability."
GTIS Chairman & Chief Executive Officer Tom Heymann noted: "Joining Infogrames, a proven world leader, will add value for our shareholders. It is the right move for our company and it opens a new chapter for GT Interactive Software. There are great synergies between our catalogs, which feature such best-selling titles as Driver and Infogrames' Mission Impossible and Test Drive franchises. Also, I would like to emphasize the key role played by the Cayre family in facilitating this transaction; their acceptance of a price for their shares that is significantly below the price at which Infogrames is investing in the company will benefit both shareholders and employees by allowing them to participate in a new stage of GTIS's development. " Effective immediately, Bruno Bonnell and Thomas Schmider, Infogrames' Chief Operating Officer, will actively participate in refocusing GTIS operations with Tom Heymann. In a related development, Infogrames announced the appointment of Pierre Sissman to the newly created position of president of Infogrames' European operations, thereby permitting Messrs. Bonnell and Schmider to devote proportionally more of their time to North American operations. Mr. Sissman joins Infogrames after an 11-year career with various Walt Disney Company units in Europe, most recently as Executive Vice President of The Walt Disney Company (Europe).
Mr. Bonnell added: "I am really excited about the opportunity we have to re-energize this company, which has so much potential. The combination of our companies' product offerings, together with a restructured distribution network, should greatly benefit both sets of shareholders."
Mr. Heymann noted: "Infogrames' investment will enable us to capitalize more effectively upon our great mix of products, which include Driver and Deer Hunter, two of the best-selling titles in the world over the past four months."
This transaction is expected to be slightly accretive to Infogrames' earnings before goodwill amortization for the fiscal year ending June 30, 2000. Infogrames expects that with the benefit of a full year of combined operations, and improved efficiencies implemented by the new management, the earnings of Infogrames will be enhanced before and after goodwill amortization in the year ending June 30, 2001.
Both companies intend to explore new opportunities afforded by this association, including in the areas of distribution and marketing.
Since its founding in 1983, Infogrames has attained critical mass through a carefully planned strategy combining internal growth and acquisitions in all the key global interactive software games markets. In June 1999 the company acquired privately held publisher Accolade in San Jose, Calif., for $60 million and merged its operations with Infogrames' existing distribution network to create Infogrames North America.
Additional details regarding today's deal will be announced in the coming weeks. Pursuant to the securities purchase agreement, the company will grant Infogrames registration rights covering the shares of GT Interactive common stock to be issued to Infogrames.
Lazard Freres & Co. llc acted as financial advisor to Infogrames while Bear Stearns & Co., Inc. represented the interests of GTIS. Pillsbury Madison & Sutro LLP and Kramer Levin Naftalis & Frankel LLP acted as legal advisors to Infogrames and GTIS, respectively.
Infogrames Entertainment
Headquartered in Lyon, France, Infogrames Entertainment (Paris Bourse: SICOVAM 5257; Bloomberg: IFG) is a leading company in the development, design, publishing and distribution of interactive entertainment software for Nintendo, Sega and Sony consoles and PCs. The company was founded in 1983 by its Chairman and CEO, Bruno Bonnell. The company ranks as one of the top interactive entertainment software companies worldwide.
Infogrames develops and distributes award-winning PC and video games for all the top game consoles, including Sega(R) Dreamcast(TM), Nintendo(R) 64, Nintendo Game Boy Color, PlayStation(R), and personal computer platforms. Its catalog includes world famous licenses such as Warner Bros. "Looney Tunes" and "Mission: Impossible" from Paramount. Original titles include "V-Rally", which has sold over 4.7 million units across nearly 60 countries. Infogrames owns one of the largest distribution network in the industry in Europe and Australia. For more information on Infogrames latest news developments, visit: infogrames-finance.com and infogrames.com.
GT Interactive Software
Headquartered in New York, GT Interactive Software Corp. (Nasdaq: GTIS) is a leading global developer, publisher and distributor of interactive consumer software. The company maintains four divisions: Children's Publishing, Leisure Publishing, Frontline Publishing and Distribution. The company has publishing operations throughout the world with offices in the US, Canada, UK, Germany, France, Holland and Australia. GT Interactive also has seven internal development studios: Humongous Entertainment, Cavedog Entertainment, SingleTrac, WizardWorks, Oddworld, Legend Entertainment and Reflections. GT Interactive's ecommerce system provides secure online transactions through each of the studios' Web sites and gtstore.com. GT Interactive can be found on the Internet at gtinteractive.com. |
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| To: Scot who wrote (2289) | 11/15/1999 6:25:00 PM | | From: Scot | | | |
Wow, now I really can't say I'm disappointed. Just look at the increase in Selling and Distribution. I wonder what the ASP of Driver is when you consider those costs?
-$0.77 a share. No wonder they waited to announce earnings with the "investment."
GT Interactive Reports Second Quarter Fiscal 2000 Results
$135 Million Infogrames Investment Strengthens Competitive Position; Enhances Ability To Implement Growth Strategy
NEW YORK--(BUSINESS WIRE)--Nov. 15, 1999-- GT Interactive Software Corp. (Nasdaq: GTIS - news), a leading entertainment software publisher, today announced operating results for the second fiscal quarter ended September 30, 1999.
Net revenues in the second fiscal quarter were $91.4 million, compared to $116.2 million for the same period last year. Sales were driven by strong performances of new internally developed titles including Driver for the Playstation, which has sold more than 2.3 million copies worldwide to date, and Deer Hunter and Harley Davidson for PC. This strength was offset by a substantial decline in distribution revenues, a trend that management expects to continue, as they reposition this portion of the business and focus on the company's core publishing business.
The net loss for the second fiscal quarter was $57.1 million, or $0.77 per share, compared to net income of $1.4 million, or $0.02 per share, in same period last year. The net loss for the second fiscal quarter included approximately $42 million in provisions for accounts receivables and inventory valuation reserves related in large part to the downsizing of its distribution business. In addition, the net loss for the quarter includes a $7.5 million royalty earn-out paid to the company's Reflections studio based on the success of the Driver franchise, as well as approximately $6.3 million in write-offs for other miscellaneous assets.
For the six months ended September 30, 1999, revenues were $212.8 million compared to $232.5 million in the same period last year. Net loss for the six months was $61.6 million, or $0.83 per share, versus net income of $3.2 million, or $.05 per share, in the same period last year.
Separately, the company also announced today that Infogrames Entertainment, S.A. (Paris Bourse: SICOVAM 5257; Bloomberg IFG), a leading developer, publisher, and distributor of interactive entertainment, will invest approximately $135 million to acquire a controlling interest in GT Interactive. Upon signing, Infogrames made a $25 million loan to GT Interactive, repayable from the proceeds of the transaction upon closing, which is expected to take place in the next several weeks. Additionally, the bank syndicate providing the company's $125 million credit facility has agreed to amend its terms to accommodate the Infogrames transaction.
``We are very excited about this investment by Infogrames. The combination of these two companies will create a global powerhouse in the interactive entertainment software industry,' said Mr. Thomas A. Heymann, GT's chairman and chief executive officer. ``With our new capital structure and the management resources added by our new strategic partner, GT will be able to take advantage of significant growth opportunities. Management will now move forward with a renewed focus toward leveraging core assets and our strategic plan to growing revenues and reaching profitability. The investment by Infogrames creates significant synergies in distribution and marketing both domestically and abroad.'
``As we strive to position the company for growth and profitability, we will continue to rationalize operations to maximize the benefits of our relationship with Infogrames. This will likely result in additional restructuring charges being taken upon the closing of the transaction,' he concluded. |
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| To: Scot who wrote (2290) | 11/15/1999 7:31:00 PM | | From: Burlitis | | | |
Scot,
Another sad day for this industry, last i
looked the hype machine had figured there
will be 7.4 Billion in sales this year.
Meanwhile the French are making fondu of
IPLY and GTIS. Good deal for them, bad deal
for all the talent they are buying because
they don't know S**T from Shinola about making
good games.
Weird, we both own French game companys, maybe
a new board is in order. The best solution would
be for a Interplay/Titus/GT Interactive/Infrogrames
merger.
Alex |
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| To: Burlitis who wrote (2291) | 11/15/1999 10:00:00 PM | | From: Mike O'Brien | | | |
So basically, individual investors in this stock just got screwed. Not only was there no takeover premium, but Infogrames paid less per share than the going market rate, valuing GTIS at less than its current market cap. In addition, all hope of profiting from a takeover is now gone, so the stock will quickly return to the level it was at before this latest round of takeover rumors. Finally, individual investors in GTIS now have essentially no voting rights in the company. The new board of directors will do what's best for Infogrames, not what's best for individual investors. Any focus that the board had on improving the stock price is gone.
For a look at what the future holds for GTIS stock, look at what happened to IPLY stock after it got taken under by Titus.
Mike
Disclaimer: this is my personal opinion, and I hold no position in this stock. |
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| To: Burlitis who wrote (2291) | 11/15/1999 11:08:00 PM | | From: Scot | | | |
Another sad day for this industry, last i
looked the hype machine had figured there
will be 7.4 Billion in sales this year.
Meanwhile the French are making fondu of
IPLY and GTIS. Good deal for them, bad deal
for all the talent they are buying because
they don't know S**T from Shinola about making
good games.
Weird, we both own French game companys, maybe
a new board is in order. The best solution would
be for a Interplay/Titus/GT Interactive/Infrogrames
merger.
Yeah, and don't forget Havas. I suppose this could be described as ironic...American exportation of corrupt culture through violent videogames is now controlled by the French! What will the future bring? Forget about NASCAR games.....we'll all be road rallying in Peugeots; or perhaps Duke Nukem 5: The Foreign Legion; Deer Hunter will give way to Frog Trapper: 3D; and instead of Unreal Tournament.....we'll have games about striking sanitation workers. Hey, at least the talent will get lots of vacation.
Sales will come...one day. But there are too many problems with hardware and games are too damn expensive. I'm shocked there are enough people willing to pony up $50 as it is.....
That's another discussion. Oh well. C'est la vie!
-Scot |
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| To: Mike O'Brien who wrote (2292) | 11/16/1999 8:04:00 AM | | From: Burlitis | | | |
Mike,
Well said, not only will GTIS current shareholders
get screwed, Infrogrames will now be able to count
all of GT Interactive's revenue on THEIR balance
sheet. Their stock will climb enabling them to continue
on their buying spree.
I'm familar with the IPLY deal(still stuck with a few shares)what's happening here is a carbon copy,expect
more losses,a figurehead CEO, and eventually full
control by both Titus(IPLY) and Infrogrames(GTIS).
Hopefully both companys will have the same problems
Havas is having with Sierra.
Alex |
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| To: Scot who wrote (2293) | 11/16/1999 8:17:00 AM | | From: Burlitis | | | |
Scot,
Nice post, a good percentage of people aren't
paying for the software. Dreamcast and N64 are
the only exceptions at this point. Why pay 50 bucks
when you can get a copy for 5 bucks. I'll be in
Hawaii over Christmas and New Year, i can hit
the swapmeets. etc, and pick up all the Hong Kong
copys i want. Need anything?,LOL
Another day another way,
Alex |
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| To: Scot who wrote (2293) | 11/16/1999 9:26:00 AM | | From: John Finley | | | |
>>American exportation of corrupt culture through violent videogames is now controlled by the French! <<
I got a much needed laugh from your post this morning! Thanks!
I'm not sure that Deer Hunter will give way to Frog Trapper, though <g>.
JF |
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