Existing Dice Stock Canceled Today; Company Now Privately Held
NEW YORK, June 30 /PRNewswire-FirstCall/ --
Dice Inc. (OTC Bulletin Board: DICEQ) emerged today from bankruptcy, after the
U.S. Bankruptcy Court for the Southern District of New York confirmed the
Company's pre-arranged Joint Plan of Reorganization (the "Plan") on
June 24, 2003, and all conditions necessary for the Plan to become effective
were satisfied or waived.
The Plan eliminated all of the Company's outstanding Convertible
Subordinated Notes (the "Notes") in exchange for the issuance to the
noteholders of 19,000 shares, or 95%, of Reorganized Dice Common Stock. As a
result, Elliott Associates, L.P. and Elliott International, L.P. (together,
"Elliott") will own approximately 46% of Reorganized Dice.
"Today, we have completed our financial reorganization, emerging with a
strong market position and capital structure appropriate for our business. As
a private company, we will be able to focus all our resources on growing our
business and enhancing our services," said Scot W. Melland, chairman and chief
executive officer of Dice Inc. "We appreciate the loyalty of our customers,
hard work of our employees and support of all stakeholder groups."
"We are essentially debt-free, and our business continues to generate
positive cashflow. After paying all claims and costs associated with the
restructuring process, Dice has more than enough cash to continue to invest in
our business and serve our customers," said Michael P. Durney, senior vice
president and chief financial officer of Dice Inc.
The Plan also provides for the 130 largest holders of old Dice Inc. stock
to receive a pro rata allocation of 1,000 shares, or 5%, of Reorganized Dice
Common Stock. In addition to their 5% ownership, holders of old Dice Inc.
stock 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. The remaining shareholders will
receive a pro rata allocation of $50,000 in cash. Shareholders who would
receive less than an aggregate of $5.00 for their shares will not participate
in the cash distribution. Under the Plan, all of the Company's outstanding
capital stock and options were canceled effective as of the close of business
today.
Today, the Company made payments to unsecured trade creditors for the full
amount of their allowed claims as determined under the Plan confirmed last
week and initiated the process of formally canceling its capital stock and
distributing Reorganized Dice Common Stock. The process of distributing new
stock and cash to holders of old Dice Inc. stock and exchanging new stock for
the Notes as outlined above will take several weeks. Shareholders and
noteholders of record will receive communications setting forth the details of
the distribution in the next several days. The Company has begun the process
of deregistering its existing common stock and, as a result, will be 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
restructuring plan, new capital structure, or 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, 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.
 back to top
Related links:
http://about.dice.com
CONTACT:
Company - 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; or Media - Claudine
Cornelis, or Stephanie Sampiere, both of FD Morgen-Walke,
+1-212-850-5600; or Investor Relations - 3rd Millennium,
+1-973-244-7800, ext. 1710, all for Dice Inc.
|
