Midway To Sell Assets Including TNA Games In Auction

Bill Behrens

Financially troubled Midway issued the press release announcing asset sales including the TNA iMPACT! video game assets that is posted below.    Midway (Debtor) filed the motionfor the auction, timetable and other procedures with the Bankruptcy Court in the State of Delaware on May 21, 2009.

MIDWAY ANNOUNCES TIMEFRAME FOR SECTION 363 SALE PROCESS
Assets for Sale Include Four Studios, European and North American Publishing Groups,
Iconic Mortal Kombat, TNA Wrestling License, Open World Games, Casual Games, and
Full Classic IP Library

Bid Groupings Can Be Formed with Multiple Interested Parties to Compete with Stalking Horse Bid

 CHICAGO – May 28, 2009 – Midway Games Inc. has established the timeline for the expected sale of Midway’s assets to the highest bidders in accordance with the sale and bid procedures motion filed with the Bankruptcy Court pursuant to Section 363 of the United States Bankruptcy Code.

Midway recently announced a "stalking horse" asset purchase agreement, which is expected to receive court approval, subject to higher or better bids, in a hearing on June 2, 2009. Following this hearing, there will be a period during which Midway, through its financial advisor, Lazard, will accept binding offers up to June 24th, 2009, to acquire some or all of the Company’s assets. An auction will be held on June 29th to determine the bid or combination of bids that achieves the highest value, followed by a court hearing to approve the sale to the winning bidder or bidders on July 1st, and then a final closing. All bids must comply with the bid procedures order to be issued at the hearing on June 2, 2009.

The "stalking horse" asset purchase agreement includes a significant portion of Midway’s assets, however not all of the assets were included in the agreement. The bidding process allows for interested parties to bid on sets of assets including those not in the agreement, and multiple bidders can be formed into a group whose bids in the aggregate constitute a greater value than the initial stalking horse bid. Successful bidders will be buying only Midway’s assets, and will not assume nor be responsible for any of the company’s debt or liabilities, including any secured or unsecured notes, credit facilities, or trade obligations.

Midway’s considerable intellectual property assets span some of the most successful sectors in the video game industry. Midway is well known for fighting games, with its more than $1.5 billion franchise, Mortal Kombat, as well as the video game license for the fastest-growing wrestling league, Total Nonstop Action (TNA) Wrestling. Midway’s development teams are known worldwide for their expertise in fighting game mechanics, motion-capture integration, and AAA production values.

Midway also has strong capabilities in open-world games, including the highly-detailed action-adventure game currently in development, This is Vegas, and the recently released open-world driving game, Wheelman. The development barriers to entry in this genre are considerable, and Midway has an engine in place and expertise to create high-quality, expansive open-world games.

Midway has a long legacy of arcade-style casual and classic intellectual property, with 50 years of popular arcade classics such as Spy Hunter, Rampage, Joust, Paperboy, Gauntlet, and many more. This, coupled with Midway’s recent blockbuster success with the three-million-plus unit selling franchise Game Party and the 1.5 million unit selling TouchMaster franchise, comprises a full line of casual and family games. There are a number of games currently in production for a wide variety of platforms including Nintendo DS/DSi and Wii, Xbox 360 Live Arcade, Apple iPhone, Sony PSP and PS3, and online.

Qualified interested parties should review the asset purchase agreement and bidding procedures filed with the court, and contact Midway or Lazard’s Kayvon Bina (Kayvon.Bina@lazard.com) as soon as possible for more information on Midway’s assets and how to place a bid.

About Midway

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in Chicago, Illinois, with offices throughout the world, is a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. More information about Midway and its products can be found at www.midway.com.
FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements include, without limitation, the Company’s beliefs concerning future business conditions, outlook based on currently available information and statements regarding the Company’s expectations concerning the bankruptcy process. The Company’s actual results could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties. These risks and uncertainties, include, without limitation, (1) the ability of the Company to continue as a going concern or to sell substantially all of its assets as a going concern; (2) the ability of the Company to develop, pursue, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; (3) the ability of the Company to use the purported cash collateral of its purported secured creditor; (4) the ability of the Company to obtain court approval of its motions in the Chapter 11 cases pursued by it from time to time; (5) risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, or the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; (6) the ability of the Company to continue to do business with its vendors and service providers; (7) the ability of the Company to maintain contracts that are critical to its operations; (8) potential adverse developments with respect to the Company’s liquidity or results of operations; (9) the ability of the Company to fund and execute its business plan; (10) the ability of the Company to retain and compensate key executives and other key employees; (11) the ability of the Company to attract and retain customers; and (12) any further deterioration in the macroeconomic environment or consumer confidence. Discussion of additional factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is set forth under "Item 1. Business – Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and in more recent filings made by the Company with the Securities and Exchange Commission. Each forward-looking statement, including, without limitation, financial guidance, speaks only as of the date on which it is made, and Midway undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.
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