Obsidian Enterprises Increases Offer for Net Perceptions
March 05 2004 - 2:57PM
PR Newswire (US)
Obsidian Enterprises Increases Offer for Net Perceptions
INDIANAPOLIS, March 5 /PRNewswire-FirstCall/ -- Obsidian (BULLETIN
BOARD: OBDE) Increases Offer Directly to Net Perceptions'
Shareholders and Offers them the Opportunity to Receive Twenty
Cents ($0.20) per Share in Cash and Three One-Hundredths (3/100)
Share of Obsidian Common Stock for Each Share of Net Perceptions
Obsidian Enterprises, Inc. (OTC:OBDE) (BULLETIN BOARD: OBDE) , a
holding company headquartered in Indianapolis announced today that
it will increase its offer to provide shareholders of Net
Perceptions, Inc. (NASDAQ:NETP) the opportunity to receive twenty
cents ($0.20) per share in cash and three one- hundredths (3/100)
share of Obsidian common stock for each share of Net Perceptions
common stock. Prior to its 50:1 reverse split, Obsidian had offered
two shares of its common stock for one share of Net Perceptions
common stock. This new offer is equivalent to one and one-half
shares of Obsidian stock (at pre 50:1 split levels) and twenty
cents ($0.20) per share in cash for each share of Net Perceptions
common stock. 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,
February 17, 2004, February 20, 2004 and February 27, 2004. It
anticipates filing amendments to these documents embodying these
terms early next week. The amended offer is scheduled to expire at
5:00 p.m., New York City time, on March 17, 2004, unless the offer
is extended. The offer is subject to certain conditions, including
that: - Net Perceptions takes appropriate action to cause its
poison pill to not be applicable to the offer; - we are satisfied
that Section 203 of the Delaware General Corporation Law will not
be applicable to the contemplated second-step merger; -
stockholders tender at least 51% of the outstanding shares of
common stock of Net Perceptions; and - Net Perceptions not take any
further action in connection with the liquidation or dissolution of
Net Perceptions. 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. 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 Persons Who
May Solicit Proxies" in the preliminary proxy materials filed by
Obsidian with the SEC on March 1, 2004. 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 specialty
trailers; 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 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 Enterprises 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 Enterprises with the SEC at the SEC's
website at http://www.sec.gov/ . The exchange offer documents,
registration statement and preliminary proxy materials and the
other documents may also be 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
toll-free (888) 750-5834, and may also be obtained from Obsidian
Enterprises, Inc. by directing a request by mail to Obsidian
Enterprises, Inc. 111 Monument Circle, Suite 4800, Indianapolis,
Indiana 46024, Attn: Rick D. Snow. 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 Enterprises 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 tosuccessfully 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 Enterprises' 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,
Copyright