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Filed by GameStop Corp.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange
Act of 1934
Subject Company:
GSC Holdings Corp.
(Registration No. 333-125161)
This filing 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 Corp. ("GameStop") and Electronics Boutique
Holdings Corp. ("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 failure of GameStop and
Electronics Boutique stockholders to approve the transaction; 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.
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 transaction involving
GameStop and Electronics Boutique. GameStop and Electronics Boutique will mail
the definitive joint proxy statement-prospectus to their respective security
holders on or about September 7, 2005. Investors are urged to read the
definitive joint proxy statement-prospectus 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 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.
The respective directors and executive officers of GameStop and Electronics
Boutique and other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding GSC
Holdings Corp's proposed directors and executive officers, GameStop's and
Electronics Boutique's directors and executive officers and other participants
in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is available in the joint proxy
statement-prospectus contained in the above-referenced Registration Statement on
Form S-4.
*****
FOR IMMEDIATE RELEASE
GameStop Corp. Contacts:
Investor Contact: Media Contact:
----------------- --------------
David W. Carlson Chris Olivera
Executive Vice President & Director, Public Relations
Chief Financial Officer GameStop Corp.
GameStop Corp. (817) 424-2130
(817) 424-2130
GameStop Corp. Announces Closing of Offering of
Senior Floating Rate Notes and Senior Notes
Grapevine, TX (September 30, 2005) - GameStop Corp. (NYSE: GME; GME.B) announced
today that the offering of U.S. $300,000,000 aggregate principal amount of
Senior Floating Rate Notes and $650,000,000 aggregate principal amount of 8%
Senior Notes by GSC Holdings Corp. and GameStop, Inc., both wholly-owned
subsidiaries of GameStop Corp., successfully closed on September 28, 2005.
The net proceeds of the offering will be used to pay the cash portion of the
merger consideration to be paid to the stockholders of Electronics Boutique
Holdings Corp. in connection with the pending business combination with
Electronics Boutique, which transaction is subject to stockholder approval.
Meetings of both Gamestop and Electronics Boutique stockholders to approve the
business combination are scheduled for October 6, 2005.
The gross proceeds of the offering were placed into escrow and will be released
to the issuers, less applicable discounts, in connection with the closing of the
business combination. In the event the business combination does not close by
October 31, 2005, the notes will be redeemed.
GSC Holdings Corp. and GameStop, Inc. placed the notes in a private transaction
under Rule 144A under the United States Securities Act of 1933, as amended, and
in transactions outside the United States in reliance upon Regulation S under
the Securities Act. The notes have not been registered under the Securities Act
or the securities laws of any other jurisdiction and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy any notes or any other securities, nor will there be any sale of
the notes or any other security in any jurisdiction in which such an offer or
sale would be unlawful.
Gamestop Corp.
September 26, 2005 Page 2
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 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
Gamestop Corp.
September 26, 2005 Page 3
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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