Court Grants Motion to Approve Sale of THQ Inc. Assets

  Court Grants Motion to Approve Sale of THQ Inc. Assets

 Majority of Titles, Studios Expected to Continue Development with Financial
                            Backing of New Owners

Business Wire

AGOURA HILLS, Calif. -- January 24, 2013

THQ Inc. (OTC: THQIQ), a leading worldwide developer and publisher of
interactive entertainment software, today announced that the U.S. Bankruptcy
Court has granted a motion to approve a sale of the majority of THQ’s assets
to multiple buyers. The company expects the Court to enter a formal order
tomorrow.

The Court approved the sales of three of THQ’s owned studios and games in
development, as well as Evolve, a working title under development at Turtle
Rock Studios, Homefront 2, Metro: Last Light and South Park: The Stick of
Truth. Under the terms of the agreements with the successful and approved
bidders, the THQ estate will receive approximately $72 million, making the
total estimated value of the estate $100 million including certain assets and
other intellectual properties which were excluded from the sale.

The Court approved the sale of Relic Studios to Sega Corporation for $26.6
million; the sale of Volition Inc. and Metro: Last Light to Koch Media GmbH
for $22.3 million and $5.9 million, respectively; the sale of Homefront 2 to
Crytek GmbH for $0.5 million; the sale of Evolve to Take-Two Interactive
Software, Inc. for $10.9 million; and the sale of THQ Montreal and South Park:
The Stick of Truth to Ubisoft LLC for $2.5 million and $3.3 million,
respectively. Excluded from the sales were the company’s publishing
businesses, Vigil Games, and certain other assets and intellectual properties,
which will remain part of the THQ estate and will continue in the Chapter 11
process.

Brian Farrell, Chairman and CEO of THQ, noted, “While we had hoped that the
restructuring process would allow the company to remain intact, I am heartened
that the majority of our studios and games will continue under new ownership.
It has been my pleasure to work alongside this great group of people, and I am
proud of the imaginative and artistic games that our team has created.
Although we will no longer be able to work together with a unified mission, I
am confident that the talent we have assembled will continue to make an
impression on the video game industry. For those whose positions are not
likely to continue, I sincerely regret this outcome and we will be meeting
with you over the next few days to discuss the transition.”

Jason Rubin, President of THQ, added, “I was brought in eight months ago to
help turn this ship around, and while I’m disappointed that we could not
effect a sale for the entire operating business, I am pleased that the new
buyers will be providing jobs to many of our very talented personnel. When we
first announced the sale process, I said I would be happy if the company’s
games and people had a bright future, even if it meant I did not have a job at
the end of it. And I still feel that way.”

The new owners have not articulated their plans for the assets, or their
intentions to extend employment to THQ employees included in the sale. THQ
expects the new owners to extend employment to most employees and to continue
development of the games they purchased that are currently in development. The
assets that are not included in the sale agreements will remain part of the
Chapter 11 case. THQ will continue to seek appropriate buyers, if possible.

THQ will continue to employ a small number of headquarters staff beyond
January 25 to assist with the transition.

Qualified bids received by January 22 were reviewed by the company and the
creditors committee. Through an auction process that lasted 22 hours yesterday
and today, the successful bidders were determined, and the hearing to approve
the sales took place this afternoon. Ten bidders participated in the
proceedings, including bids for the entire company as well as for individual
assets. The sales are expected to close tomorrow, January 24.

Clearlake Capital Group, L.P. had submitted a “stalking horse” bid for
substantially all of THQ’s assets in December 2012. In accordance with Section
363 of the U.S. Bankruptcy Code, the Court supervised an auction to determine
the highest and best bid(s) for the company’s assets in accordance with the
bid procedures approved by the Court. Clearlake will receive a break-up fee of
$1 million, as stated in its stalking horse asset purchase agreement.

THQ and its domestic business units filed voluntary petitions under Chapter 11
of the U.S. Bankruptcy Court for the District of Delaware on Dec. 19, 2012.
The Chapter 11 case will continue for THQ.

For additional information about THQ, please visit www.thq.com. For
information regarding the Chapter 11 case, please visit www.kccllc.net/thq.

THQ Inc. Caution Concerning Forward-Looking Statements

This press release contains statements that are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on current expectations, estimates
and projections about the business of THQ Inc. and its subsidiaries
(collectively referred to as "THQ"), including, but not limited to,
expectations regarding the bankruptcy case. These statements are based upon
management's current beliefs and certain assumptions made by management. Such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements, including, but not limited to, the adverse
impact of the bankruptcy case on THQ’s business, financial condition and
results of operations, including its ability to maintain customer and supplier
relationships; THQ’s ability to obtain bankruptcy court approval in connection
with the bankruptcy case, the actions of THQ’s creditors and other third
parties with interests in the bankruptcy case, competitive, economic, legal,
political, and technological factors affecting our industry, operations,
markets, products, or pricing. Readers should carefully review the risk
factors and the information that could materially affect THQ's financial
results, described in other documents that THQ files from time to time with
the Securities and Exchange Commission, including its Annual Report on Form
10-K for the fiscal period ended March 31, 2012 and subsequent Quarterly
Reports on Form 10-Q, and particularly the discussion of trends and risk
factors set forth therein. Unless otherwise required by law, THQ disclaims any
obligation to update its view on any such risks or uncertainties or to revise
or publicly release the results of any revision to these forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release.

Contact:

THQ Media Contact:
The Abernathy MacGregor Group, Inc.
Rivian Bell, rlb@abmac.com
Sydney Isaacs, sri@abmac.com
213-630-6550
 
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