Obsidian Enterprises (OTCBB: OBDE) Increases Offer for Net Perceptions (Nasdaq: NETP) and Announces Extension of the Exchange Of
March 18 2004 - 9:00AM
PR Newswire (US)
Obsidian Enterprises (OTCBB: OBDE) Increases Offer for Net
Perceptions (Nasdaq: NETP) and Announces Extension of the Exchange
Offer INDIANAPOLIS, March 18 /PRNewswire-FirstCall/ -- Obsidian
Enterprises, Inc. (BULLETIN BOARD: OBDE) , a holding company
headquartered in Indianapolis, announced today that it will
increase its offer to provide shareholders of Net Perceptions, Inc.
the opportunity to receive twenty-five cents ($0.25) per share in
cash and three one-hundredths (3/100) share of Obsidiancommon stock
for each share of Net Perceptions common stock. The new offer
represents an increase in the cash consideration of five cents
($0.05) per share over the existing offer. Commenting on these
developments, Timothy S. Durham, CEO of Obsidian stated "We believe
Net Perceptions' Board of Directors and management are out of touch
with their shareholder base as reflected by Net Perceptions'
inability to get a quorum at its recently scheduled special meeting
more than 150 days after announcing its intentions to pursue a Plan
of Liquidation. Net Perceptions' directors and management have
obviously not offered a compelling alternative and continue to
refuse to let the owners of Net Perceptions make the ultimate
decision of ownership -- the decision to sell." Obsidian also
announced that it has extended its exchange offer until 5:00 p.m.,
New York City time, on Wednesday, April 7, 2004. In connection with
the extension, Obsidian 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 onDecember 15, 2004. 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 March
17, 2004. As of the close of business on March 17, 2004, based on
information received from the exchange agent, approximately
1,135,149 Net Perceptions shares had been deposited. 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; * Obsidian be 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. Obsidian
filed a Registration Statement on Form S-4 and a Tender Offer
Statement related to the current offer with the Securities and
Exchange Commission on December 15, 2003 and filed amendments to
each on December 17, 2003 and March 11, 2004. Obsidian intends to
promptly file with the SEC amendments to these documents embodying
these terms and incorporating Obsidian's financial information for
the quarter ended January 31, 2004, included in its Quarterly
Report on Form 10-Q filed this week. 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 have additional questions about
the proposed transaction. 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 alsobe 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." Theseforward- 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 cannotprovide 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'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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