FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of October, 2006
Commission File Number: 0-23696
RADICA GAMES LIMITED
(Translation of registrant's name into English)
Suite V, 6/F., 2-12 Au Pui Wan Street, Fo Tan, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or 40-F
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_________________
Contents:
1. Press Release dated October 3, 2006 regarding the closing of
the amalgamation of Mattel Enterprises, Ltd and Radica Games
Limited.
This Report on Form 6-K shall be deemed to be incorporated by reference
into the Registrant's Registration Statements on Form S-8 (No. 33-86960, No.
333-7000, No. 333-59737, 333-61260 and 333-122248) and on Form F-3 (No. 333-7526
and No. 333-79005).
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RADICA GAMES LIMITED
Date: October 3, 2006 /s/ Robert Normile
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Robert Normile
Vice President
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[MATTEL LOGO] [RADICA LOGO]
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For Immediate Release CONTACTS: NEWS MEDIA SECURITIES ANALYSTS
Lisa Marie Bongiovanni, Mike Salop, Mattel
Mattel 310-252-2703
310-252-3524
MATTEL COMPLETES ACQUISITION OF RADICA
EL SEGUNDO, Calif., October 3, 2006 -- Mattel, Inc. (NYSE:MAT) and Radica Games
Limited (NASDAQ:RADA) announced that Mattel has completed the acquisition of
Radica, the maker of electronic entertainment toys.
Under the definitive agreement, Radica shareholders are entitled to receive
$11.55 per share in cash for each share of Radica common stock, for total
consideration of approximately $230 million. Radica's common stock will cease to
trade on the Nasdaq national market at the close of business today and will be
delisted.
"The addition of Radica to the Mattel family of brands is a strategic fit for
both organizations as we look to maximize and combine the core competencies of
both groups," said Robert A. Eckert, chairman and chief executive officer for
Mattel, Inc. "We are excited about working with our new colleagues at Radica to
expand the Radica brand into global markets. We also look forward to exploring
and generating opportunities for our internal brands, like Barbie(R), Hot
Wheels(R) and Fisher-Price(R), as well as entertainment licenses, with new and
current Radica products and technology."
Computereshare, the paying agent for the amalgamation, will mail a letter of
transmittal and instructions to holders of record of Radica's common stock. The
letter of transmittal and instructions will contain information on how to
surrender shares of common stock in exchange for the amalgamation consideration
of $11.55 per share. Shareholders of record should be in receipt of the letter
of transmittal before surrendering their shares. Shareholders who hold shares
through a bank or broker will not have to take any action to have their shares
converted into cash, as such conversions will be handled by the applicable bank
or broker.
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.
MATTEL COMPLETS ACQUISITION OF RADICA/PAGE 2
ABOUT MATTEL
Mattel, Inc., (NYSE: MAT, 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 (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.
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Note: Forward-looking statements with respect to the combination of the
companies, the expansion of Radica brands into global markets, the generation of
opportunities for Mattel's brands 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: the ability to
retain key personnel; 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; 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.