Obsidian Enterprises (OTC Bulletin Board: OBDE) Extends Exchange Offer For Net Perceptions' (Nasdaq: NETP) Shares to March 17, 2
February 20 2004 - 3:41PM
PR Newswire (US)
Obsidian Enterprises (OTC Bulletin Board: OBDE) Extends Exchange
Offer For Net Perceptions' (Nasdaq: NETP) Shares to March 17, 2004
And Announces Reverse Stock Split INDIANAPOLIS, Feb. 20
/PRNewswire-FirstCall/ -- Obsidian Enterprises, Inc. (BULLETIN
BOARD: OBDE) , a holding company headquartered in Indianapolis,
announced today that it has extended its exchange offer for the
common stock of Net Perceptions, Inc. until 5:00 p.m., New York
City time, on Wednesday, March 17, 2004. Obsidian also announced
that one condition to the exchange offer, that Net Perceptions not
take further action in connection with its proposed plan of
liquidation, has been waived, but only to the extent of actions
taken to date. Other terms and conditions of the exchange offer
remain unchanged. Obsidian commenced its offer on December 15, 2004
to exchange 1/25 share of common stock of Obsidian for each share
of common stock of Net Perceptions, with cash to be paid in lieu of
fractional shares of Obsidian. Obsidian currently does not own any
of the outstanding shares of Net Perceptions. The offer was
scheduled to expire at 5:00 p.m., New York City time, on February
20, 2004. As of the close of business on February 19, 2004, based
on information received from the exchange agent, approximately
415,864 Net Perceptions shares had been deposited. The offer is
subject to certain conditions, including that: * Net Perceptions
take appropriate action to cause their poison pill to not be
applicable to the offer; * Obsidian be satisfied that Section 203
of the Delaware General Corporation Law will not be applicable to
the contemplated second-step merger; and * stockholders tender at
least 51% of the outstanding shares of common stock of Net
Perceptions. Obsidian filed a Registration Statement on Form S-4
and a Tender Offer Statement with the Securities and Exchange
Commission on December 15, 2003 and an amendment to each on
December 17, 2003. Obsidian filed additional amendments to the
Tender Offer Statement on December 23, 2003, January 21, 2004, and
February 17, 2004. The Exchange Agent for the exchange offer is
StockTrans, Inc., 44 West Lancaster Avenue, Ardmore, Pennsylvania
19003. The Information Agent for the exchange offer is Innisfree
M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New
York 10022. You may contact Innisfree M&A, toll-free, at (888)
750-5834 if you had additional questions about the proposed
transaction. Obsidian also announced that its previously disclosed
1 for50 reverse stock split became effective for trading purposes
on February 18, 2004. The exchange offer consideration (1/25 share
of Obsidian stock) reflects the reverse stock split. The identity
of the participants in the solicitation (as defined by Schedule
14A) and a description of their direct or indirect interests are
included under the captions "Other Information" and "Schedule I -
Information Concerning Personals Who May Solicit Proxies" in the
preliminary proxy materials filed by Obsidian with the SEC on
February 17, 2004. This press release is provided for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of Net Perceptions, Inc. or
Obsidian Enterprises, Inc. Obsidian has filed with the Securities
and Exchange Commission a registration statement, exchange offer
documents and preliminary proxy materials with respect to the
proposed transaction. Investors and security holders are advised to
read those documents because they include important information.
Investors and security holders may obtain a free copy of any
documents filed by Obsidian with the SEC at the SEC's website at
http://www.sec.gov/ . The exchange offer, registration statement
and the other documents may alsobe obtained free of charge by
directing a request by mail to Innisfree M&A Incorporated, 501
Madison Avenue, 20th Floor, New York, New York 10022, or by calling
Innisfree M&A, toll-free, at (888) 750-5834. The above
documents may also be obtained fromObsidian Enterprises, Inc. by
directing a request by mail to Obsidian Enterprises, Inc., 111
Monument Circle, Suite 4800, Indianapolis, Indiana 46024, Attn:
Rick D. Snow. Obsidian is a holding company headquartered in
Indianapolis, Indiana. It conducts business through its
subsidiaries: Pyramid Coach, Inc., a leading provider of corporate
and celebrity entertainer coach leases; United Trailers, Inc., and
its division, Southwest Trailers, manufacturers of steel-framed
cargo, racing ATV and specialtytrailers; U.S. Rubber Reclaiming,
Inc., a butyl-rubber reclaiming operation; and Danzer Industries,
Inc., a manufacturer of service and utility truck bodies and
steel-framed cargo trailers. This press release contains
"forward-looking statements." These forward- looking statements are
based on currently available competitive, financial and economic
data and management's views and assumptions regarding future
events. Such forward-looking statements are inherently uncertain.
Obsidian cannot provide assurances that the exchange offer
described in this press release will be successfully completed or
that we will realize the anticipated benefits of any transaction.
Actual results may differ materially from those projected as a
result of certain risks and uncertainties, including but not
limited to: global economic and market conditions; the availability
of liquidity under our existing lines of credit; successful
integration of acquired or merged businesses; changes in interest
rates; our ability to retain key management and employees; our
ability to meet demand at competitive prices in our coach leasing
segment and our trailer and related transportation equipment
manufacturing segment; our ability to successfully develop
alternative sources of raw materials in our butyl rubber reclaiming
segment; relationships with significant customers; as well as other
risks and uncertainties, including but not limited to those
detailed from time to time in Obsidian's Securities and Exchange
Commission filings. DATASOURCE: Obsidian Enterprises, Inc. CONTACT:
Timothy S. Durham, Chairman & C.E.O. of Obsidian Enterprises,
Inc., +1-317-237-4055,
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