Company to Emerge as Privately Held Entity
NEW YORK, June 24 /PRNewswire-FirstCall/ -- Dice Inc.
(OTC Bulletin Board: DICEQ) today announced that the U.S. Bankruptcy Court for
the Southern District of New York has confirmed its pre-arranged Joint Plan of
Reorganization (the "Plan") proposed by the Company and by Elliott Associates,
L.P. and Elliott International, L.P. (together, "Elliott"), which hold
approximately 48% of the Company's Convertible Subordinated Notes (the
"Notes").
The Plan received overwhelming approval by shareholders and bondholders,
with both classes entitled to vote having done so by substantially more than
the margins required for acceptance by each class. According to the final
count of ballots received by the voting deadline, 98.7% of the shares that
were voted were in favor of the Plan. Holders of 92% of the principal amount
of the Notes voted; 100% of those Notes were voted in favor of the Plan. No
objections to confirmation of the Plan were received. The Company is
targeting June 30, 2003 as the Effective Date for emergence from Chapter 11.
"We have continued to deliver the highest quality service to our customers
during the process of reorganizing our capital structure," said Scot W.
Melland, chairman and chief executive officer of Dice Inc. "The ongoing
operations of Dice and MeasureUp were not affected. In fact, we have been
able to strengthen our market position, introduce many enhancements to our
service, and win new customers."
"Our performance reflects the hard work of our employees, the strength of
our brand, and the quality of our relationships," continued Melland. "We
appreciate the continued loyalty of our customers and the strong support of
the Plan by all stakeholder groups."
"The Plan confirmed today will eliminate all of the outstanding Notes via
a debt for equity exchange, from which we will emerge as a privately held,
essentially debt-free company with a solid financial position," said Michael
P. Durney, senior vice president and chief financial officer of Dice Inc.
"The dedication of our employees and support from our stakeholders has enabled
us to complete this process rapidly and efficiently (within 130 days), well
within the timetable announced in February."
"Our business continues to generate positive cashflow, and after paying
all claims and costs associated with the restructuring process, Dice will
emerge with more than enough cash to continue to grow our business and serve
our customers," said Durney.
Joint Plan of Reorganization
As previously reported, the Plan provides for the extinguishment of
approximately $69.4 million in aggregate face amount of the Company's Notes in
exchange for 19,000 shares, or 95%, of Reorganized Dice Common Stock. Upon the
Company's emergence from bankruptcy, Elliott will own approximately 46% of
Reorganized Dice.
The Plan also provides for the 130 largest current Dice shareholders to
receive a pro rata allocation of 1,000 shares, or 5%, of Reorganized Dice
Common Stock. The remainder of shareholders will receive a pro rata
allocation of $50,000 in cash. Stockholders who would receive less than an
aggregate of $5.00 for their shares will not participate in the cash
distribution. In addition to their 5% ownership, existing Dice shareholders
who receive new common stock will also receive warrants to acquire an
additional 8% of Reorganized Dice Common Stock. These warrants will have an
exercise price which would equate to an equity value for the Reorganized
Company of $69.4 million in the aggregate. Under the Plan, all of the
Company's currently outstanding capital stock and options will be canceled.
On the Effective Date, the Company will make payments to creditors as
determined under the Plan and will initiate the process of canceling its
existing stock and distributing Reorganized Dice Common Stock. The process of
distributing new stock and cash to existing Dice shareholders and exchanging
new stock for the Notes will take several weeks.
On the Effective Date, the Company will also begin the process of
deregistering its existing common stock, and as a result, will become
privately held.
About Dice Inc.
Dice Inc. (OTC Bulletin Board: DICEQ; 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
Statements made by Dice which address activities, events or developments
that we expect or anticipate may occur in the future, including certain of the
information contained in this release, the joint plan of reorganization and
the disclosure statement, are forward-looking statements that reflect the
Company's current views with respect to current and future events and
financial performance. 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, delays in the
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, the joint plan of reorganization or the disclosure statement is
current only as of the date of publication, and Dice disclaims any obligation
to update this information, except as required by law.
The terms of the Company's joint plan of reorganization, which can affect
the value of the Company's various pre-petition liabilities and common stock,
have been confirmed by the bankruptcy 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, or ir@dice.com; or Media, Claudine Cornelis or
Stephanie Sampiere, both of FD Morgen-Walke, +1-212-850-5600, for
Dice Inc.; or Investor Relations, Richard Schineller of 3rd
Millennium, +1-973-244-7800, ext. 1711, or rich@3rd-mm.com, for
Dice Inc.
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