Movie Gallery Remains Confident That Its Merger Agreement With Hollywood is Superior
February 03 2005 - 1:33PM
PR Newswire (US)
Movie Gallery Remains Confident That Its Merger Agreement With
Hollywood is Superior Looks Forward to Moving Expeditiously to
Close Before or During the Second Quarter 2005 DOTHAN, Ala., Feb. 3
/PRNewswire-FirstCall/ -- Movie Gallery, Inc. (NASDAQ:MOVI) today
issued the following statement in response to Blockbuster Inc.'s
(NYSE:BBI) proposed exchange offer to acquire Hollywood
Entertainment Corporation (NASDAQ:HLYW). Movie Gallery has entered
into a definitive merger agreement to acquire Hollywood for $13.25
in cash. We believe our pending merger is better for Hollywood's
shareholders, employees and customers than the Blockbuster offer,
which consists of $11.50 in cash and $3.00 in Blockbuster stock.
Substantially all of Hollywood's stores compete with Blockbuster
stores; in fact, more than 80 percent of Hollywood's stores are in
the same local market as a Blockbuster store. As a result, the
viability of Blockbuster's offer depends on antitrust regulators
accepting an untested expanded market theory proposed by
Blockbuster. By contrast, relatively few Movie Gallery stores are
located close to a Hollywood store. Movie Gallery anticipates a
straightforward regulatory approval process for its transaction
with Hollywood. Because of the Federal Trade Commission's
investigation and second request process related to Blockbuster's
proposal, there is likely to be further regulatory delay in the
Blockbuster transaction and substantial risk that it will not be
approved at all. We believe our all-cash acquisition of Hollywood
entails greater closing certainty and will deliver concrete value
to Hollywood shareholders sooner than a Blockbuster acquisition. We
expect to close our transaction before or during the second quarter
2005. About Movie Gallery Movie Gallery, Inc. is the third-largest
company in the specialty video retail industry based on revenues
and the second-largest in the industry based on stores. As of
December 31, 2004, Movie Gallery owned and operated 2,482 stores
located primarily in the rural and secondary markets throughout
North America. Since the company's initial public offering in
August 1994, Movie Gallery has grown from 97 stores to its present
size through acquisitions and new store openings. Forward-Looking
Statements This news release contains forward-looking statements
relating to Movie Gallery's intent to acquire Hollywood
Entertainment. Specific forward-looking statements relate to Movie
Gallery's expectations regarding the potential benefits of such
transaction, including the anticipated benefits to Hollywood's
shareholders and customers. These forward-looking statements are
based on Movie Gallery's current intent, expectations, estimates
and projections and are not guarantees of future performance. These
statements involve risks, uncertainties, assumptions and other
factors that are difficult to predict and that could cause actual
results to vary materially from those expressed in or indicated by
them. In addition, some factors are beyond Movie Gallery's control.
Certain statements made in this release are contingent upon
completion of the proposed transaction. Other factors that could
cause actual results to differ materially from the statements made
in this release include, among others: (i) Movie Gallery's and
Hollywood's ability to receive all necessary approvals, including
any necessary governmental or regulatory approvals and the approval
of the Hollywood stockholders, if applicable; (ii) matters related
to closing conditions contained in the merger agreement between
Movie Gallery and Hollywood, including conditions to the
consummation of the financing contemplated by the merger agreement;
and (iii) other factors as described in Movie Gallery's filings
with the Securities and Exchange Commission, including the detailed
factors discussed under the heading "Cautionary Statements" in
Movie Gallery's annual report on Form 10-K for the fiscal year
ended January 4, 2004. HOLLYWOOD STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain a free copy of the
definitive proxy statement, as well as other filings containing
information about the parties, without charge, at the Securities
and Exchange Commission's Internet site ( http://www.sec.gov/ ).
Copies of the definitive proxy statement and the filings with the
SEC that will be incorporated by reference in the proxy statement
will also be available, without charge, by directing a request to
Hollywood Entertainment Corp., 9275 S.W. Peyton Lane, Wilsonville,
Oregon 97070, Attn: Investor Relations. The directors and executive
officers of Hollywood and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding Hollywood's directors and
executive officers will be available in the definitive proxy
statement. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the definitive proxy statement and other relevant materials to be
filed with the SEC when they become available. Contact: Thomas D.
Johnson, Jr. SVP - Corporate Finance & Business Development
(334) 702-2400 DATASOURCE: Movie Gallery, Inc. CONTACT: Thomas D.
Johnson, Jr., SVP - Corporate Finance & Business Development of
Movie Gallery, Inc., +1-334-702-2400 Web site:
http://www.moviegallery.com/
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