This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
only by the Offer to Purchase, dated February 16, 2001, and the related Letter
of Transmittal and any amendments or supplements thereto, and is being made to
all holders of Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the securities, "blue sky" or other laws of such jurisdiction. However, the
Purchaser (as defined below) may, in its discretion, take such action as it may
deem necessary to make the Offer in any jurisdiction and extend the Offer to
holders of Shares in such jurisdiction. In those jurisdictions where securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Purchaser by one
or more registered brokers or dealers licensed under the laws of such
jurisdiction to be designated by Purchaser.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
UPROAR INC.
AT
$3.00 NET PER SHARE
BY FLIPSIDE ACQUISITION CORPORATION,
A WHOLLY OWNED SUBSIDIARY OF
FLIPSIDE, INC.
Flipside Acquisition Corporation, a Delaware corporation (the "Purchaser"),
and a wholly owned subsidiary of Flipside, Inc. ("Flipside"), a Delaware
corporation, hereby offers to purchase all outstanding shares of common stock,
par value $.01 per share (the "Common Stock"), of Uproar Inc., a Delaware
corporation ("Uproar") (the shares of Common Stock are referred to as the
"Shares"), at a price of $3.00 per Share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 16, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). Tendering stockholders who are record owners of their Shares and
tender directly to Mellon Investor Services LLC, (the "Depositary") will not be
obligated to pay brokerage fees or commissions or, except as otherwise provided
in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the
purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold
their Shares through a broker or bank should consult such institution as to
whether it charges any service fees. The Purchaser will pay all charges and
expenses of the Depositary and Georgeson Shareholder Communications Inc., which
is acting as the information agent (the "Information Agent"), incurred in
connection with the Offer. Following the consummation of the Offer, the
Purchaser intends to effect the Merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.
NEW YORK CITY TIME, ON FRIDAY, MARCH 16, 2001,
UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered in accordance with the terms of the Offer and not withdrawn prior to
the expiration date of the Offer that number of Shares that represents at least
a majority of the outstanding shares of Common Stock on a fully diluted basis
(assuming the exercise of all outstanding options to purchase shares of Common
Stock that are then exercisable and any other rights to acquire shares of Common
Stock on the date of purchase) (collectively, the "Minimum Condition"), and
(ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act") (and any extension thereof)
having expired or been terminated prior to the expiration of the Offer. The
Offer is also subject to the satisfaction of certain other conditions, which are
more fully described in Section 15 of the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of February 5, 2001 (the "Merger Agreement") by and among Flipside, the
Purchaser and Uproar. The purpose of the
Offer is for the Purchaser to acquire a majority voting interest in Uproar as
the first step in Flipside acquiring the entire equity interest in Uproar. The
purpose of the Merger is to acquire all outstanding Shares not tendered and
purchased pursuant to the Offer. The Merger Agreement provides that, among other
things, as promptly as practicable after the purchase of Shares pursuant to the
Offer and the satisfaction or waiver of the other conditions set forth in the
Merger Agreement, the Purchaser will be merged with and into Uproar (the
"Merger"), with Uproar continuing as the surviving corporation and a wholly
owned subsidiary of Flipside. If the Minimum Condition is satisfied, the
Purchaser would have sufficient voting power to approve the Merger without the
affirmative vote of any other stockholder of Uproar. Uproar has also granted
Flipside an irrevocable option, exercisable in whole if Flipside owns
beneficially at least 80% of the Shares outstanding after the purchase of and
payment for Shares pursuant to the Offer and the Purchaser accepts for payment
pursuant to the Offer less than 90% of the Shares of Uproar then outstanding, to
purchase additional Shares equal to an amount that, when added to the Shares
already owned by the Purchaser at the time the option is exercised, will
constitute one Share more than 90% of the Shares of Uproar then outstanding, at
a price per share equal to $3.00 net per Share. Pursuant to the Merger
Agreement, at the effective time of the Merger (the "Effective Time"), each
Share outstanding immediately prior to the Effective Time (other than Shares
owned by Uproar or Flipside or any of their respective subsidiaries, all of
which will be cancelled, and Shares held by Uproar stockholders who perfect
appraisal rights) will be converted into the right to receive $3.00 in cash or
any greater per Share price paid in the Offer, without interest thereon. The
Merger Agreement is more fully described in Section 11 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF UPROAR HAS UNANIMOUSLY (1) DETERMINED THAT THE
TERMS OF THE OFFER AND THE MERGER ARE ADVISABLE, FAIR TO, AND IN THE BEST
INTERESTS OF THE STOCKHOLDERS OF UPROAR, (2) APPROVED THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
(3) RECOMMENDED THAT UPROAR'S STOCKHOLDERS TENDER THEIR SHARES PURSUANT TO THE
OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the Offer Price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payments from the Purchaser
and transmitting such payments to tendering stockholders whose Shares have been
accepted for payment. Under no circumstances will interest on the Offer Price
for Shares be paid, regardless of any extension of the Offer or delay in making
such payment. In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) the certificates evidencing such Shares (the "Share Certificates") or
timely confirmation of a book-entry transfer (a "Book-Entry Transfer
Confirmation") of such Shares into the Depositary's account at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures
set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal
(or facsimile thereof), properly completed and duly executed with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer and (iii) any other documents
required by the Letter of Transmittal.
Subject to the terms of the Merger Agreement, the Purchaser may, without the
consent of Uproar, (i) extend the expiration date of the Offer for one or more
periods of up to ten additional business days each (but in no event shall
Purchaser be permitted to extend the expiration date of the Offer beyond the
sixtieth business day after the date of this Agreement (the "Outside Date")),
(ii) provide for one or more subsequent offering periods in accordance with
Rule 14d-11 under the Exchange Act, if (A) the number of shares of Common Stock
that have been validly tendered and not withdrawn represent less than 90% of the
issued and outstanding shares of the Common Stock on a fully diluted basis and
(B) Purchaser shall accept and promptly pay for all shares of Common Stock
validly tendered
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and not withdrawn; PROVIDED, HOWEVER, that no such subsequent offering periods
shall exceed, in the aggregate, twenty business days, (iii) extend the Offer
(beyond the Outside Date, if necessary) (A) for any period required by any rule,
regulation, interpretation or position of the Securities and Exchange Commission
(the "SEC") or the staff thereof applicable to the Offer and (B) for one or more
periods of up to ten additional business days due to the failure to satisfy the
condition to the Offer relating to the expiration or termination of the waiting
period under the HSR Act.
Subject to the applicable rules and regulations of the SEC and the
provisions of the Merger Agreement, Flipside and the Purchaser expressly reserve
the right, in their sole discretion, at any time or from time to time, (i) to
terminate the Offer if any of the conditions set forth in Section 15 of the
Offer to Purchase have not been satisfied and (ii) to waive any condition to the
Offer (other than the Minimum Condition) or otherwise amend the Offer in any
respect, in each case by giving oral or written notice of such extension,
termination, waiver or amendment to the Depositary and by making a public
announcement thereof. If the Purchaser accepts for payment any Shares pursuant
to the Offer, it will accept for payment all Shares validly tendered prior to
the Expiration Date and not properly withdrawn, and will promptly pay for all
Shares so accepted for payment. The term "Expiration Date" means 11:59 P.M. New
York City time, on Friday, March 16, 2001, unless the Purchaser shall have
extended the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date on which the Offer, as so
extended, shall expire.
Any extension, delay, termination, waiver or amendment will be followed as
promptly as practicable by public announcement thereof, such announcement in the
case of an extension to be made no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date, in
accordance with the public announcement requirements of Rule 14e-1(d) under the
Securities Exchange Act of 1934, as amended. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such stockholder's
Shares.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date. Thereafter, such tenders are irrevocable except that they
may be withdrawn after Monday, April 16, 2001 unless theretofore accepted for
payment by the Purchaser. If the Offer is extended beyond the initial Expiration
Date and all of the conditions to the Offer have been met, the Purchaser must
pay for all Shares already tendered and immediately accept and pay for all
Shares tendered during the subsequent Offer period, such that there will be no
withdrawal rights during the subsequent Offer period. For a withdrawal of Shares
to be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover page of the Offer to Purchase. Any such notice of
withdrawal must specify the name, address and taxpayer identification number of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of such Shares, if different
from that of the person who tendered such Shares. If Share Certificates
evidencing Shares to be withdrawn have been delivered or otherwise identified to
the Depositary, then, prior to the physical release of such Share Certificates,
the serial numbers shown on such Share Certificates must be submitted to the
Depositary and the signature(s) on the notice of withdrawal must be guaranteed
by an Eligible Institution (as defined in the Offer to Purchase), unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry transfer as set
forth in the Offer to Purchase, any notice of withdrawal must also specify the
name and number of the account at the Book-Entry Transfer Facility (as defined
in the Offer to Purchase) to be credited with the withdrawn Shares. If the
Purchaser extends the Offer, is delayed in its acceptance for payment of Shares
or is unable to accept Shares for payment pursuant to the Offer for any reason,
then, without prejudice to the Purchaser's rights under the Offer, the
Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent that tendering
stockholders are entitled to withdrawal rights as described in the Offer to
Purchase. All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. None of the
Purchaser, Flipside, or any of their affiliates or
3
assigns, the Depositary, the Information Agent or any other person will be under
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
The receipt of cash in exchange for Shares pursuant to the Offer or the
Merger will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or foreign tax
laws. In general, a stockholder who receives cash in exchange for Shares
pursuant to the Offer or the Merger will recognize gain or loss for U.S. federal
income tax purposes equal to the difference, if any, between the amount of cash
received and such stockholder's adjusted tax basis in the Shares exchanged
therefor. Provided that such Shares constitute capital assets in the hands of
the stockholder, such gain or loss will be capital gain or loss, and will be
long-term capital gain or loss if the holder has held the Shares for more than
one year at the time of sale. The maximum U.S. federal income tax rate
applicable to individual taxpayers on long-term capital gains is 20%, and the
deductibility of capital losses is subject to limitations. All stockholders
should consult with their own tax advisors as to the particular tax consequences
of the Offer and the Merger to them, including the applicability and effect of
the alternative minimum tax and any state, local or foreign income and other tax
laws and of changes in such tax laws. For a more complete description of certain
U.S. federal income tax consequences of the Offer and the Merger, see Section 5
of Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
------------------------
Uproar has provided to the Purchaser its list of stockholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance and copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent at its address and telephone number set forth below and
will be furnished promptly at the Purchaser's expense. The Purchaser will not
pay any fees or commissions to any broker or dealer or any other person (other
than the Information Agent) for soliciting tenders of Shares pursuant to the
Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
UNITED STATES UK AND EUROPE
17 State Street, 10th Floor Crosby Court, 38 Bishopgate
New York, NY 10004 London EC2N 4AF, England
Banks and Brokerage Firms Call Collect: (212) +44(0) 207-335-8700
440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
Call Toll Free: (800) 323-5678
February 16, 2001
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