EA Completes Acquisition of VG Holding Corp. - Welcomes BioWare Corp. and Pandemic Studios to the EA Games Label
Electronic Arts Inc. (NASDAQ:ERTS) today announced that it has
completed its acquisition of VG Holding Corp. and has officially
welcomed BioWare Corp. and Pandemic Studios to the EA Games Label. The
addition of these studios vaults EA into a competitive position in the
RPG, action and adventure genres. The two studios have been recognized
for creating some of the highest-quality games in the industry and
will bring ten new franchises to EA, based on six wholly-owned IP.
Frank Gibeau, president of the EA Games Label, will oversee the
studios within his organization. Ray Muzyka and Greg Zeschuk of
BioWare Corp. have each been named as Vice Presidents of EA and
Co-General Managers of BioWare Corp. Pandemic Studios´ Andrew Goldman
and Josh Resnick have each been named Vice Presidents of EA and
Co-General Managers of Pandemic Studios, while Greg Borrud has been
named Vice President of EA and Chief Production Officer of Pandemic
Studios.
"BioWare Corp. and Pandemic Studios are two world-class studios
and bring strong, highly compatible cultures of creative excellence to
the EA Games Label," said Mr. Gibeau. "Their strengths in the RPG,
action and adventure genres further broadens EA´s portfolio, and
reinforces our commitment to creating the world´s greatest interactive
entertainment."
"Our new EA partnership is already proving to be both positive and
productive," said Mr. Resnick. "Pandemic Studios prides itself upon
its creative independence while being the best place for top industry
talent to work. These values continue to be upheld by all levels of EA
and we couldn´t be more excited about the future of our studio and our
games."
Mr. Muzyka added, "EA has shown great respect for the creative
integrity of our studios and BioWare´s core values of quality in our
workplace, quality in our products, and entrepreneurship. Operating as
a city-state within the larger EA studio family, our talented teams at
BioWare Edmonton and BioWare Austin are empowered to continue
delivering powerful emotional experiences through our story-driven
games."
In connection with the acquisition, EA will issue equity awards
without stockholder approval pursuant to NASDAQ Marketplace Rules
4350(i)(1)(A)(iii) and (iv). These equity awards, which EA had agreed
to grant at the time it announced the acquisition of VG Holding Corp.,
will consist of promissory notes payable in shares and restricted
stock units, or "RSUs," with respect to an aggregate of approximately
2.8 million shares of EA´s common stock and will be granted as
retention incentives to five employee founders of BioWare and
Pandemic. Approximately 2.1 million of the 2.8 million shares
underlying the promissory notes and RSUs will vest over time, provided
that, among other things, the respective recipient continues to be an
employee or service provider to EA (or one of its subsidiaries)
through each applicable vesting date. Approximately 700,000 of the
remaining RSUs vest based upon the achievement of enumerated
performance objectives tied to the release of new products, provided
that, among other things, the respective recipient continues to be an
employee or service provider to EA (or one of its subsidiaries). EA
also assumed outstanding VGH stock options to acquire, on an
as-converted basis, approximately 1.2 million shares of EA stock,
which are widely-held by employees of VG Holding Corp., BioWare and
Pandemic.
About Electronic Arts
Electronic Arts Inc. (EA), headquartered in Redwood City,
California, is the world´s leading interactive entertainment software
company. Founded in 1982, the company develops, publishes, and
distributes interactive software worldwide for video game systems,
personal computers, cellular handsets and the Internet. Electronic
Arts markets its products under four brand names: EA SPORTS(TM),
EA(TM), EA SPORTS BIG(TM) and POGO(TM). In fiscal 2007, EA posted
revenue of $3.09 billion and had 24 titles that sold more than one
million copies. EA´s homepage and online game site is www.ea.com. More
information about EA´s products and full text of press releases can be
found on the Internet at http://info.ea.com.
About BioWare Corp.
BioWare Corp. is an electronic entertainment company which
develops computer, console, handheld and online video games focused on
rich stories and memorable characters. Since 1995, BioWare has created
some of the world´s best-selling titles including the award-winning
Baldur´s Gate(TM) and Neverwinter Nights(TM) series, as well as the
2003 Game of the Year, Star Wars(R): Knights of the Old Republic(TM).
Original BioWare-created IPs include the 2005 RPG of the Year, Jade
Empire(TM), with the next-generation title Dragon Age(TM) currently in
development. The hotly anticipated Mass Effect is now available at
retailers globally. The game has received more than 50 awards,
including the 2007 Game Critics Awards for "Best Console Game" and
"Best RPG" at the Electronic Entertainment Expo. With studios in
Edmonton, Canada, and Austin, Texas, BioWare is also hard at work on a
new title for the Nintendo DS(TM) based on Sonic the Hedgehog, as well
as several unannounced projects including a massively multiplayer
online game. For more information on BioWare, visit www.bioware.com.
About Pandemic Studios
Pandemic Studios is one of the world´s premier developers of
console and PC entertainment. Over its nine-year history, Pandemic
Studios has established a reputation for producing top-selling,
award-winning and cutting-edge original content and enhancing the
value of existing intellectual properties. Recent hits include the
record-selling Star Wars Battlefront(TM), Star Wars Battlefront(TM)
II, and three original Pandemic Studios-created intellectual
properties: Mercenaries(TM), Destroy All Humans(TM), and Full Spectrum
Warrior(TM). Following the 2006 release of Destroy All Humans(R) 2,
Pandemic Studios is developing a number of new, original titles for
next-generation platforms including Mercenaries 2: World in Flames(TM)
and Saboteur(TM) at its Los Angeles, California, and Brisbane,
Australia, studio locations. For more information on Pandemic Studios
and its games, please visit: http://www.pandemicstudios.com.
EA, EA SPORTS, EA SPORTS BIG and POGO are trademarks or registered
trademarks of Electronic Arts Inc. in the U.S. and/or other countries.
BioWare, BioWare Corp., Mass Effect, Dragon Age and Jade Empire are
trademarks or registered trademarks owned by BioWare Corp. in the U.S.
and other countries. Pandemic Studios, Mercenaries, Destroy All
Humans, Full Spectrum Warrior, Mercenaries 2: World in Flames and
Saboteur are trademarks or registered trademarks owned by Pandemic
Studios in the U.S. and other countries. All other trademarks are the
property of their respective owners.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Some statements set forth in this press release, including those
regarding EA´s acquisition of VG Holding, the expected impact of the
acquisition on EA´s strategic and operational plans, and the expected
impact on EA´s financial results, contain forward-looking statements
that are subject to change. Statements including words such as
"anticipate", "believe", "estimate" or "expect" and statements in the
future tense are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that could cause
actual events or actual future results to differ materially from the
expectations set forth in the forward-looking statements. Some of the
factors which could cause results to differ materially from the
expectations expressed in these forward-looking statements include the
following: the ability to attract and retain key personnel; the effect
of the acquisition on EA´s and VG Holding´s strategic relationships,
operating results and business generally, including the ability to
retain key employees; EA´s ability to successfully integrate VG
Holding´s operations and employees; the valuation and amortization of
VG Holding´s intangible assets; general economic conditions; consumer
spending trends; the seasonal and cyclical nature of the interactive
game segment; timely development and release of EA´s and VG Holding´s
products; competition in the interactive entertainment industry; EA´s
ability to manage expenses during fiscal year 2008 and beyond; the
availability of an adequate supply of video game hardware units; EA´s
ability to predict consumer preferences among competing hardware
platforms; EA´s ability to secure licenses to valuable entertainment
properties on favorable terms; changes in EA´s effective tax rates;
adoption of new accounting regulations and standards; potential
regulation of EA´s products in key territories; developments in the
law regarding protection of EA´s products; fluctuations in foreign
exchange rates; and other factors described in EA´s SEC filings
(including EA´s Annual Report on Form 10-K for the year ended March
31, 2007 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007). If any of these risks or uncertainties
materializes, the potential benefits of the acquisition may not be
realized, EA´s operating results and financial performance could
suffer, and actual results could differ materially from the
expectations described in these forward-looking statements. These
forward-looking statements speak only as of the date of this press
release. EA assumes no obligation to update these forward-looking
statements.