Obsidian (OTCBB: OBDE) Releases Statement Responding to Release By Net Perceptions' (Nasdaq: NETP) Management
March 11 2004 - 3:21PM
PR Newswire (US)
Obsidian (OTCBB: OBDE) Releases Statement Responding to Release By
Net Perceptions' (Nasdaq: NETP) Management INDIANAPOLIS, March 11
/PRNewswire-FirstCall/ -- Obsidian Enterprises, Inc. (BULLETIN
BOARD: OBDE) released a statement by its Chairman Timothy S.
Durham: We were disappointed in the lack of balance in the Press
Release issued by Net Perceptions (NASDAQ:NETP) on March 10, 2004.
The Board stated that 'officers and directors of Obsidian would own
approximately 70% of Obsidian's common stock, on a fully diluted
basis.' In fact, a substantial portion of those shares are owned by
Obsidian Capital Partners, not our officers or directors, and we
anticipate distributing those shares to the members of Obsidian
Capital Partners within the next 60 days. The Release focused on a
comment on liquidity by Candlewood but failed to consider our
announced intention, following the consummation of the transaction
with Net Perceptions, to apply for listing on the Nasdaq Small Cap
Market, and the increased number of shares that would be issued to
the shareholders of Net Perceptions and available for trading. The
bulk of the shares distributed to the partners of Obsidian Capital
Partners would also be available for trading. As we have previously
indicated, while we believe that we will satisfy the conditions for
initial inclusion, Nasdaq exercises discretion in determining
whether to include a security in its markets. Nasdaq may not
approve our listing application. Again, the Release noted our 'high
level of debt' but did not mention that the transaction would have
the effect of significantly increasing the equity base of Obsidian
and reducing the level of debt. The Board referred to one condition
to our exchange offer (related to the sale of Net Perceptions'
patent portfolio) but failed to mention the three conditions which
we have identified as significant, two of which (the poison pill
and the Section 203 conditions) are totally within the Board's
control. If the plan of liquidation is not approved, we are
prepared to waive the condition affected by the patent portfolio
sale to the extent of actions taken by Net Perceptions to date.
Obsidian remains committed to pursuing the acquisition of Net
Perceptions and urges shareholders to vote AGAINST the plan of
liquidation. 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 is filing amendments to each today. The
amended offer is scheduled to expire at 5:00 PM, 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. 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
definitive 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 definitive 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 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 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, or
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