EL SEGUNDO, Calif., July 26 /PRNewswire-FirstCall/ -- Mattel, Inc.
(NYSE: MAT) and Radica (Nasdaq: RADA) announced an agreement by which
Mattel will acquire Radica, the maker of electronic entertainment toys. The
transaction, which has been approved by the companies' respective boards of
directors, is valued at approximately $230 million. Under the terms of the
definitive agreement, Radica shareholders will receive $11.55 in cash for
each share of Radica common stock.
A leader in the electronics arena, Radica manufactures and markets a
diverse line of electronic entertainment products covering multiple
business areas, including electronic games carrying the Radica, 20Q(R) and
Play TV(R) brand names and youth electronics carrying the Girl Tech(R)
brand name.
"The addition of Radica to the Mattel portfolio provides Mattel the
opportunity to partner our global brands with Radica's technological
expertise to better participate in the burgeoning electronic toys arena,"
said Robert A. Eckert, chairman and chief executive officer of Mattel.
"Radica's entrepreneurial spirit has allowed Radica to capture and deliver
on some of the hottest trends in electronics, and the company has a proven
track record of utilizing technology to reinvent basic play."
"We are excited to be part of the Mattel family of brands and look
forward to taking our brands to the next level by capitalizing on Mattel's
global network and expertise," said Patrick S. Feely, chief executive
officer of Radica. "Being part of the world's largest and most profitable
toy company affords our talented employees a unique opportunity to grow and
develop our brands. I look forward to identifying and building upon the
strong synergies between the two companies to drive increased sales
growth."
The transaction is subject to approval of Radica shareholders, as well
as customary regulatory approvals. Radica's largest shareholder has entered
into a voting agreement in which he has agreed to vote shares constituting
40 percent of Radica's outstanding common stock in support of the
transaction. It is expected that the transaction will be completed in the
fourth quarter of 2006.
Lehman Brothers, Inc. acted as financial advisor and Latham & Watkins
LLP served as legal advisor to Mattel in connection with the transaction.
Navigant Capital Advisors, LLC acted as financial advisor and Sullivan &
Cromwell LLP served as legal advisor to Radica in connection with the
transaction.
About Radica
Radica is a Bermuda company headquartered in Hong Kong. Radica had
revenues in 2005 of approximately $163 million and maintains a Dallas-based
design and marketing office, as well as a state-of-the-art manufacturing
facility in China. Radica markets its products through subsidiaries in the
United States, the United Kingdom, Canada and Hong Kong. Radica employs
over 6,000 people worldwide in its group of companies. Internationally
Radica sells products in approximately 30 countries.
About Mattel
Mattel, Inc., (http://www.mattel.com) is the worldwide leader in the design,
manufacture and marketing of toys and family products, including Barbie(R),
the most popular fashion doll ever introduced. The Mattel family is
comprised of such best-selling brands as Hot Wheels(R), Matchbox(R),
American Girl(R) and Tyco(R) R/C, as well as Fisher-Price(R) brands
(http://www.fisher-price.com), including Little People(R), Rescue Heroes(R), Power
Wheels(R) and a wide array of entertainment-inspired toy lines. With
worldwide headquarters in El Segundo, Calif., Mattel employs more than
25,000 people in 42 countries and sells products in more than 150 nations
throughout the world. Mattel's vision is to be the world's premier toy
brands -- today and tomorrow.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, Radica intends to file
relevant materials with the Securities and Exchange Commission, including a
proxy statement on Form 6-K. INVESTORS AND SECURITY HOLDERS OF RADICA ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RADICA, MATTEL AND THE TRANSACTION. The
proxy statement and other relevant materials (when they become available)
and any other documents filed by Radica with the SEC may be obtained free
of charge at the SEC's website at http://www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC
by Radica by accessing the "Investor Relations" section of Radica's website
at http://www.Radicagames.com. Investors and security holders are urged to read
the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to
the proposed transaction. Radica and its directors and officers may be
deemed to be participants in the solicitation of proxies in respect of the
contemplated transaction. Information regarding Radica's directors and
executive officers is contained in Radica's Annual Report on Form 20-F for
the year ended December 31, 2005 and in its report filed on Form 6-K dated
May 2, 2006, filed with the SEC.
Note: Forward-looking statements with respect to the completion of the
transaction and the financial condition, results of operations and business
of the companies are subject to certain risks and uncertainties that could
cause actual results to differ materially from those set forth in such
statements. These include, without limitation: uncertainty as to whether
and in what timeframe the transaction will be completed, the failure to
obtain the approval of Radica's shareholders; the failure of either party
to meet the closing conditions set forth in the definitive agreement; the
ability to retain key personnel both before and after the transaction
closes; the extent and timing of regulatory approvals; ongoing relations
between Radica and its suppliers, customers and other parties; costs and
other issues with respect to integrating Radica, its products and its
employees into Mattel and achieving expected synergies; dependence on the
timely development, manufacture, introduction and customer acceptance of
new products; the seasonality of the toy business; customer concentration
and pricing; significant changes in buying and payment patterns of major
customers, including as a result of bankruptcy and store closures; adverse
changes in general economic conditions in the U.S. and internationally,
including adverse changes in the retail environment, employment and the
stock market; order predictability and supply chain management; the impact
of competition, including from private label toys, on revenues and margins;
the supply and cost of raw materials (including oil and resin prices),
components, employee benefits and various services; the effect of currency
exchange rate fluctuations on reportable income; risks associated with
acquisitions and mergers; the possibility of product recalls and related
costs; risks associated with foreign operations; negative results of
litigation, governmental proceedings or environmental matters; changes in
law and regulations; possible work stoppages, slowdowns or strikes;
possible outbreaks of SARS, bird flu or other diseases; political
developments and the threat or occurrence of war or terrorist acts; the
possibility of catastrophic events; the inherent risk of Mattel and Radica
new initiatives; and other risks and uncertainties as may be detailed from
time to time in public announcements and SEC filings. This release contains
forward-looking statements within the meaning of federal securities laws.
Readers are cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in their
entirety to the cautionary statements contained in this press release.
Neither Mattel nor Radica updates forward-looking statements and expressly
disclaims any obligation to do so.
SOURCE Mattel, Inc.
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Related links:
http://www.Radicagames.com
http://www.fisher-price.com http://www.mattel.com
http://www.prnewswire.com/comp/540363.html /
CONTACT:
Media, Lisa Marie Bongiovanni; or Securities
Analysts, Mike Salop of Mattel, +1-310-252-2703, both of Mattel,
Inc.; or Media, Patrick S. Feely, Chief Executive Officer,
+1-626-744-1150; or Securities Analysts, David C.W. Howell, Chief
Financial Officer (Hong Kong), 852-2688-4201, both of Radica
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