FOR IMMEDIATE RELEASE CONTACT: Glenn Bozarth
Mattel, Inc.
(310) 252-3521
MATTEL PROPOSES MERGER WITH HASBRO
----------------------------------
LOS ANGELES, January 24, 1996 -- Mattel, Inc. announced today
that John W. Amerman, chairman and chief executive officer of Mattel,
has sent a letter to Alan G. Hassenfeld, chairman and chief executive
officer of Hasbro, Inc., following a rejection by the Hasbro board of
directors of Mattel's proposal for a combination of the two companies.
Under the terms of Mattel's proposal, Mattel and Hasbro would
be merged to form a new entity, with Hasbro shareholders receiving 1.67
shares in the merged entity for each outstanding Hasbro share. Each Mattel
share would receive one share in the new entity. Hasbro shareholders
would receive approximately a 73 percent premium over the price at which
Hasbro shares closed on January 23, 1996. This translates into a premium
of over $2.2 billion to Hasbro shareholders, for a total transaction
value of approximately $5.2 billion.
The letter follows a series of discussions between the two
companies beginning last April, in which they explored the numerous
benefits which such a combination could bring, in terms of increased
shareholder value, economies of scale, more efficient manufacturing, and
stronger international marketing, among others. Mattel believes that
the combined entity would achieve minimum savings of $100 million, after
tax, in the first full year alone, and based on analyst estimates for
1995, the merger would be accretive to earnings.
-more-
2-2-2-2-2
Mr. Amerman's letter says that Mattel rejects the conclusion of
the Hasbro Board that the antitrust authorities would likely bar the
merger after a prolonged regulatory delay. The letter states that Mattel
is only prepared to proceed on a negotiated basis, and by making its
proposal public Mattel hopes that Hasbro shareholders will communicate
to the Hasbro board their strong desire for this transaction.
The complete text of Mr. Amerman's letter to Mr. Hassenfeld
and the board of directors of Hasbro follows:
January 24, 1996
Mr. Alan G. Hassenfeld
Chairman of the Board, President
and Chief Executive Officer
HASBRO, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02862
Dear Alan:
I am disappointed that the Hasbro Board rejected our proposal
for a common stock merger of Mattel and Hasbro. By virtue of the 1.67
to 1 exchange ratio we proposed, Hasbro shareholders would have received
a 73% premium for their shares, which would have translated into a
premium of over $2.2 billion based on the closing of our respective
common shares on January 23, 1996.
I feel even more strongly today that the quality core products
we market are very complementary to each other. Further, a combination
of our companies would create a financially strong and diversified entity
which could achieve consistent, sustainable profit growth as a result
of greater economies of scale, more efficient manufacturing and stronger
international marketing.
Your representatives concurred that a merger would create an
outstanding company and enhance the value of our respective shareholders'
investments. Based upon the range of earnings estimates generally
expressed by the financial community for both companies: $1.57 - $1.60
per share for Mattel and $1.90 - $1.95 for Hasbro for 1995; and assuming
savings upon combining the two companies of $100 million in the first
full year alone, the transaction would be accretive to the per share
earnings of the merged company. What is particularly disconcerting is
that it appeared we had an understanding with your representatives on
the essential business and personnel issues.
-more-
3-3-3-3-3
We have studied with antitrust experts the potential issues
that might arise with the combination of our companies, including
concerns expressed by your representatives. We are satisfied that
any potential antitrust issues can be resolved without affecting the
significant benefits that will be realized by the combined entity.
Accordingly, we reject your Board's conclusion that the antitrust
authorities would likely bar the merger after prolonged regulatory
delay. We are still willing to protect Hasbro with a $100 million
payment if the merger were not consummated, despite our best efforts,
for antitrust reasons. We would not have made our merger proposal, and
our antitrust termination payment offer in particular, if we did not
believe that antitrust issues could be resolved by our working together.
As you know, we are only prepared to proceed on a negotiated
basis. I hope that by making our proposal public, Hasbro shareholders
will communicate to your board their strong desire for this transaction.
Based on our discussions since last April and during the last several
days, I am even more convinced of the merits, benefits and logic of this
merger. I believe that the shareholders of Hasbro and Mattel and the
other constituents of both companies will agree with me.
The ultimate decision obviously remains with you and your
Board. With all of the benefits of this combination, and particularly
the premium to Hasbro shareholders, I hope you will reconsider your
position. Our desire is to create a company that would provide the
best possible future for the employees, customers, shareholders and
consumers of both Hasbro and Mattel.
We remain ready to promptly negotiate definitive agreements
to implement the merger we proposed.
Sincerely yours,
MATTEL, INC.
John W. Amerman
Chairman of the Board and
Chief Executive Officer
cc: Hasbro Board of Directors
-###-