As filed with the Securities and Exchange Commission on February 6, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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UPROAR INC.
(Name Of Subject Company (Issuer))
FLIPSIDE ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
FLIPSIDE, INC.
(Names Of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
916706104
(Cusip Number Of Class Of Securities)
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SCOTT TOLLEFSEN
SECRETARY
FLIPSIDE, INC.
19840 PIONEER AVENUE
TORRANCE, CALIFORNIA 90503
(310) 793-0600
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Filing Persons)
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COPIES TO:
PAUL D. TOSETTI
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
Not Applicable Not Applicable
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filings.
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Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction to Rule 13a-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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VIVENDI UNIVERSAL PUBLISHING'S FLIPSIDE, INC. TO
ACQUIRE UPROAR INC.
DEAL TO MAKE THE FLIPSIDE NETWORK THE WORLDWIDE LEADER IN ONLINE
GAMES
BERKELEY, CA AND NEW YORK, NY -- FEBRUARY 5, 2001 - Flipside, Inc., a subsidiary
of Vivendi Universal Publishing, itself a division of Vivendi Universal (NYSE:
V; EURONEXT PARIS SA 12 777), and Uproar Inc. (Nasdaq: UPRO; EASDAQ:
UPRO/UPROrs), a leading interactive entertainment company, announced today that
the companies have entered into a definitive merger agreement pursuant to which
Flipside will acquire all of the outstanding stock of Uproar for $3 per share,
or a total consideration of approximately $140 million. The transaction will
make the combined entity the leader in online games and an overall leader in
entertainment on the Internet. The transaction has been approved by the boards
of both companies.
Under the terms of the definitive agreement, Flipside, Inc. will commence a cash
tender offer on or before February 20, 2001 for all outstanding common stock of
Uproar at a price of $3 per share. There is no financing condition in the
agreement. The tender offer is expected to close by March 31, 2001.
"This acquisition is consistent with Vivendi Universal's overall strategy, as it
gives us a worldwide leadership position in a key content category," said Agnes
Touraine, CEO of Vivendi Universal Publishing. "Current market conditions have
made it possible for us to make this strategic acquisition and with the combined
company, create immediate value for the shareholders of both Vivendi Universal
and Uproar." The total consideration of approximately $140 million covers $80
million in cash on Uproar's balance sheet and an enterprise value of $60
million. This enterprise value represents 1.2 times Uproar's pro-forma 2000
revenue (pro-forma revenue includes full-year revenues of all companies acquired
by Uproar in 2000). "Available synergies with Flipside, Inc. make this
acquisition attractive for Vivendi Universal," Touraine continued. In parallel,
the $3 per share consideration represents a significant premium over Uproar's
recent trading levels.
The merged company is expected to deliver $70 million in revenues in 2001. It
will also deliver more than $30 million of operating expense synergies in 2001.
Increased scale will provide the Flipside Network with strong advantages for
advertisers. Based on Media Metrix December 2000 data, the combined entity would
have been the 9th largest property on the Internet in December, in terms of
duration, with 10 million hours. It would have ranked 16th in terms of traffic,
with an unduplicated unique user audience of 14.7 million in the U.S. The
combined entity will be a pan-European Internet leader and the leading games
site in the UK and France. The advertising reach of the combined entity will
increase to over 1 billion advertising impressions per month.
"One of the key merits of this deal is that the combination will put the
Flipside Network, which will include uproar.com, iwin.com, amused.com,
flipside.com and virtualvegas.com, above critical mass," stated Touraine. "I
expect the combined entity to be profitable by the end of the year."
"This union is a great move for Uproar, at a time where scale and profitability
are two absolute requirements," stated Kenneth Cron, Chairman and CEO of Uproar
Inc. "For over four years, Uproar has given users compelling and entertaining
online content, while at the same time providing them the chance to win cash and
prizes. This union with Flipside will significantly enhance user experience. The
Flipside Network will offer some of the best known titles in entertainment
today, including Family Feud, To Tell the Truth, eXtremelotto(TM), You Don't
Know Jack(R), Wordox(TM), the Hoyle(R) suite of card games, and Name That Tune."
"Being part of Vivendi Universal also presents tremendous opportunity to
advertisers, who will be able to easily reach an enormous audience through our
suite of advertising products," continued Cron. "The opportunity to take
advantage of the extensive potential for cross-platform promotional
possibilities that Vivendi Universal brings to the table will be very
attractive. I am personally excited to join Vivendi Universal and I see this
transaction as a major step forward in building a global leader in the online
entertainment space."
Kenneth Cron will join Vivendi Universal Publishing as CEO of Flipside, Inc.
Flipside President and COO Emmanuel Schalit will continue in his current role.
The combined company will be headquartered in New York City.
The closing of the tender offer will be conditioned upon (i) at least a majority
of Uproar's fully diluted shares being tendered and not withdrawn prior to the
expiration of the tender offer; (ii) expiration or termination of the
appropriate waiting period under the Hart-Scott-Rodino Act; and (iii) other
customary closing conditions.
Subsequent to the consummation of the tender offer, Flipside, Inc. will acquire
the remaining shares of Uproar's outstanding common stock through a merger of a
wholly-owned subsidiary of Flipside, Inc. with and into Uproar. Upon the closing
of the merger, each then outstanding share of Uproar's common stock will be
converted into the right to receive $3 per share in cash.
Goldman Sachs & Co. is acting as financial advisor to Flipside, Inc. in
connection with the acquisition. Salomon Smith Barney Inc. is acting as
financial advisor to Uproar.
ABOUT VIVENDI UNIVERSAL PUBLISHING
Vivendi Universal Publishing is a world leader in mass-market multimedia
communications. A leading publisher of online and PC and Console-based
interactive content, the Company's portfolio of entertainment software brands
includes Blizzard Entertainment, Flipside.com, Sierra and Universal Interactive
Studios. Interactive entertainment is one of parent company Vivendi Universal's
key content areas, along with Movies, Music and other Publishing activities.
Vivendi Universal aims to be the world's preferred creator and provider of
personalized information, entertainment and services to consumers everywhere, at
any time and across all distribution platforms and devices.
ABOUT FLIPSIDE, INC.
Flipside, Inc., a subsidiary of Vivendi Universal Publishing and VivendiNet, is
headquartered in Berkeley, CA, with offices in Frankfurt, London and Paris.
Flipside, Inc. is a leading worldwide interactive entertainment destination. Its
various web locations provide popular games for every gaming category and skill
level. Players can also earn Flips and redeem them for prizes in 25 e-commerce
categories. Nearly six percent of all web users, nearly six million people,
stopped by Flipside.com during the week of January 21-27. Each user spent an
average of more than an hour and a half playing games and winning prizes.
ABOUT UPROAR INC.
Uproar Inc. is a leading interactive entertainment company. It operates a family
of advertising-supported interactive entertainment sites, which make up the
backbone of the Uproar Network, an extensive entertainment-based Internet
advertising platform. Uproar Inc. sites include: uproar.com, a leading online
entertainment destination offering games and game shows; iwin.com, a leading
games-for-prizes and Internet lottery site; and amused.com, a site featuring
humor and entertainment. With nearly 12 million unique users per month, the
Uproar Network ranks among the Top-20 Web properties on the Internet.
Headquartered in New York with offices in Los Angeles, San Francisco, London,
Tel Aviv and Budapest, Uproar Inc. is publicly traded on the Nasdaq National
Market system under the ticker symbol UPRO and on the European Association of
Securities Dealers' Automated Quotation system (EASDAQ) under the ticker symbols
UPRO and UPROrs.
Investors and security holders may obtain a free copy of documents filed by
Vivendi Universal and its predecessor, Vivendi, with the U.S. Securities and
Exchange Commission at www.sec.gov or directly from Vivendi Universal. Investors
and security holders may obtain a free copy of documents filed by Uproar Inc.
with the U.S. Securities and Exchange Commission at www.sec.gov or directly from
Uproar Inc.
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FOR INFORMATION CONTACT:
Andrea Sarkisian Marie-Francoise Martinez Lisa Gephardt
Vivendi Universal Publishing Vivendi Universal Publishing Uproar Inc.
310-793-0600 x1115 33-1-53-53-38-20 212-209-4698
andrea.sarkisian@havasint.com mfl.martinez@havas.fr lgephardt@uproar.com