NEW YORK, May 15 /PRNewswire-FirstCall/ -- Dice Inc.
(OTC Bulletin Board: DICQE) today announced that the U.S. Bankruptcy Court for
the Southern District of New York has approved the Disclosure Statement filed
in connection with the Joint Plan of Reorganization (the "Plan") proposed by
the Company and by Elliott Associates, L.P. and Elliott International, L.P.
(together, "Elliott"). The Bankruptcy Court also authorized the Company to
begin soliciting approval from holders of its 7% Convertible Subordinated
Notes (the "Notes") and from shareholders. With this action, Dice remains on
schedule to complete its reorganization and emerge from Chapter 11 protection
by early July 2003 as a privately held, essentially debt-free company.
At a hearing today in New York, the Court ruled that the Company's
Disclosure Statement contained adequate information for the purposes of
soliciting approval for the Plan. A confirmation hearing for the Court to
consider approval of the Plan has been scheduled for June 24, 2003. By
May 23, 2003, Dice will mail notice of the proposed confirmation hearing and
begin the process of soliciting approvals for the Plan from those qualified to
vote pursuant to the Plan. Assuming that the requisite approvals are received
and the Court confirms the Plan under the current timetable, Dice presently
intends to emerge from its Chapter 11 reorganization by early July 2003. Dice
Inc.'s two operating subsidiaries, Dice Career Solutions, Inc. and MeasureUp,
Inc., are not part of the Chapter 11 process.
Proposed Joint Plan of Reorganization
As previously reported, the Plan provides for the early extinguishment of
approximately $69.4 million in aggregate face amount of the Notes in exchange
for 95% of reorganized Dice's outstanding common stock on a pro forma basis.
Under the Plan, all of the Company's currently outstanding capital stock is to
be cancelled and substantially all of its new capital stock is to be issued to
the holders of its Notes. Elliott holds approximately 48% of the Notes, and
upon the Company's exit from bankruptcy, would own approximately 46% of the
reorganized Company.
The Plan also provides for the 130 largest shareholders to receive 5% of
the common stock in the reorganized Company, and for the remainder of
shareholders to receive an allocation of cash of no more than $50,000 in the
aggregate. In addition to retaining 5% ownership, existing Dice shareholders
who receive new common stock would also receive warrants to acquire an
additional 8% of new common stock of the reorganized Company. These warrants
would have an exercise price which would equate to an equity value for the
reorganized Company of $69.4 million in the aggregate.
Solicitation Timetable
The solicitation timetable authorized by the Court is as follows:
* May 15, 2003 is the Record Date for mailing. Holders of claims and
shareholders as of this date will receive the mailing from Dice and
noteholders and shareholders of record as of that date will be
entitled to vote on the Plan.
* May 23, 2003 is the date by which Dice will mail its solicitation
materials.
* June 14, 2003 is the date by which all exhibits and supplements to
the Disclosure Statement will be filed with the Court.
* June 17, 2003 is the Record Date for distribution of new equity in
the reorganized company. Noteholders and the largest 130
shareholders as of this date will be entitled to receive equity as
set forth in the Plan.
* June 19, 2003 is the Voting and Objection Deadline. This is the
deadline for receipt of ballots on the Plan of Reorganization and
the filing of objections to the confirmation of the Plan in the
Court.
* June 24, 2003 is the date on which the Confirmation Hearing for the
Plan has been scheduled.
Based on the above timetable, the Company anticipates emerging from
Chapter 11 and distributing new capital stock in early July 2003.
About Dice Inc.
Dice Inc. (OTC Bulletin Board: DICQE, http://about.dice.com) is the
leading provider of online recruiting services for technology professionals.
Dice Inc. provides services to hire, train and retain technology professionals
through its two operating companies, dice.com, the leading online
technology-focused job board, as ranked by Media Metrix and IDC, and
MeasureUp, a leading provider of assessment and preparation products for
technology professional certifications.
Corporate Profile
Dice Inc.'s corporate profile can be viewed at http://about.dice.com.
Cautionary Statement Regarding Forward-Looking Information and Other
Matters
Bankruptcy law does not permit solicitation of acceptances of the Plan of
Reorganization until the Court approves the applicable Disclosure Statement
relating to the Plan of Reorganization as providing adequate information of a
kind, and in sufficient detail, as far as is reasonably practicable in light
of the nature and history of the debtor and the condition of the debtor's
books and records, that would enable a hypothetical reasonable investor
typical of the holder of claims or interest of the relevant class to make an
informed judgment about the Plan of Reorganization. On May 15, the Bankruptcy
Court approved the Company's Disclosure Statement with respect to the Joint
Plan of Reorganization and authorized a balloting and solicitation process
that will commence on or about May 23, 2003 and conclude on June 19, 2003. A
hearing on the confirmation of the Joint Plan of Reorganization is scheduled
to be held in the Bankruptcy Court on June 24, 2003. Accordingly, this
announcement is not intended to be, nor should it be construed as, a
solicitation for a vote on the Plan, which can only occur based on the
official disclosure statement package that is being mailed on or before
May 23, 2003. The Company will emerge from Chapter 11 if and when the Plan
receives the requisite creditor and shareholder approvals and is confirmed by
the Court.
This press release contains forward-looking information. Any
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, including statements as to the proposed restructuring plan,
proposed new capital structure, or proposed private company structure, may be
significantly and materially impacted by certain risks and uncertainties.
These risks and uncertainties include, but are not limited to, failure to
obtain necessary bankruptcy court approvals, loss of continued support of the
plan by the Company's co-proponent, non-acceptance of the plan by stakeholders
in the Company, delays in the confirmation or effective date of the plan due
to factors beyond the Company's control, failure to meet operating objectives
or to execute the operating plan, failure to meet restructuring plan
objectives or to execute the restructuring plan, competition, and other
economic factors. Additional risks and uncertainties are described in the
Company's public filings with the Securities and Exchange Commission. Any
forward-looking information in or referred to by this press release is current
only as of the date of publication, and Dice Inc. disclaims any obligation to
update this information, except as required by law.
Similarly, these and other factors set forth in the Company filings,
including the terms of the final reorganization plan ultimately confirmed by
the Bankruptcy Court, can affect the value of Dice's various pre-petition
liabilities, common stock and/or other securities. Until Dice's plan of
reorganization is confirmed by the Bankruptcy Court, the recoveries of
pre-petition claims holders are subject to change.
If the final plan of reorganization confirmed by the Bankruptcy Court is
consistent with the plan of reorganization recently filed with the Court, the
Company expects that most of its existing shareholders will not realize any
significant recovery on their investment. In light of the foregoing the
Company considers the value of the common stock to be highly speculative and
cautions equity holders that the stock may ultimately be determined to have no
value.
Accordingly, the Company urges that appropriate caution be exercised with
respect to existing and future investments in Dice common stock or any claims
relating to pre-petition liabilities and/or other Dice securities.
SOURCE Dice Inc.
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Related links:
http://about.dice.com
CONTACT:
Michael P. Durney, Senior Vice President,
Finance and Chief Financial Officer, or Constance Melrose, Vice
President, Treasury and Investor Relations, both of Dice Inc.,
+1-212-725-6550, ir@dice.com; Media - Claudine Cornelis or
Stephanie Sampiere, both of FD Morgen-Walke, +1-212-850-5600;
Investors - Richard Schineller of 3rd Millennium,
+1-973-244-7800, ext. 1711, rich@3rd-mm.com, all for Dice Inc.
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