EXHIBIT 99.1
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For more
information
contact: Christopher J. Walls
VP, Corporate Counsel
(860) 927-2318
cwalls@outpost.com
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Email Contact:
press@outpost.com
FRY'S ELECTRONICS, INC. TO ACQUIRE CYBERIAN OUTPOST, INC.
KENT, CT- AUGUST 31, 2001--Cyberian Outpost, Inc. (Outpost.com) (NASDAQ: COOL),
a leading Internet provider of consumer technology and e-business services,
today announced that it has reached an agreement with Fry's Electronics, Inc.
pursuant to which Fry's will acquire Cyberian Outpost for $0.25 per share in
cash. Fry's is a closely held private company and leading retail electronics
supplier for the Hi-tech Professional. The agreement will become effective upon
the termination of Cyberian Outpost's existing merger agreement with PC
Connection, Inc., which Cyberian Outpost expects to occur when PC Connection is
repaid loans it previously made to Cyberian Outpost. Cyberian Outpost expects
that those loans will be repaid on Tuesday, September 4, at approximately 12
noon, EST.
The Boards of Cyberian Outpost and Fry's have unanimously approved the
transaction and expect it to close in the fourth quarter of 2001. The
transaction is subject to approval of Cyberian Outpost's stockholders and to
other closing conditions.
In addition, Fry's Electronics has agreed to loan Cyberian Outpost up to $13
million to repay PC Connection, pay off Cyberian Outpost's secured debt and
provide funds for working capital. The loan will be secured by all of Cyberian
Outpost's assets.
In announcing the transaction, Darryl Peck, President and Chief Executive
Officer of Cyberian Outpost, stated, "We are excited about this opportunity to
combine our resources with Fry's Electronics and are looking forward to a long-
lasting, successful relationship." RBC Dain Rauscher Wessels advised
Outpost.com in connection with this transaction.
Sunnyvale, CA-based Fry's Electronics, Inc. was founded in 1985 in a 20,000
square foot location by the three Fry brothers, John, Randy, and Dave, and Kathy
Kolder. All of the founders are actively involved in the daily operation of the
business. Fry's was founded as a Silicon Valley retail electronics store in
order to provide a one-stop-shopping environment for the Hi-tech
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Professional. Fry's has been keeping Hi-Tech Professionals supplied with
products representing the latest technological trends and advances in the
personal computer marketplace for almost 15 years. Fry's retails over 50,000
electronics items within each store. There are currently six stores in Northern
California and six stores in Southern California, four stores in Texas, two
stores in Arizona, and one store in Oregon. The stores range in size from 50,000
to over 180,000 square feet.
Kent, CT-based Cyberian Outpost (Outpost.com) was founded in 1995. The company,
a pioneer in online sales, has approximately 1.4 million customers worldwide.
Cyberian Outpost reported net revenue of $355 million for the fiscal year ended
February 28, 2001. The company will continue to operate under its own brand
from its current facilities. Darryl Peck will remain with the company after the
acquisition.
ABOUT CYBERIAN OUTPOST, INC.
Cyberian Outpost, Inc. (Outpost.com) established in 1995, is a leading Internet
retailer of consumer technology products and has recently expanded its business
model to offer its outstanding customer shopping experience to a number of
highly visible partners. Additionally, Outpost.com e-Business Services provides
solutions encompassing site design, site maintenance, order management and
fulfillment. These partnerships build on the strength of the Outpost.com #1
top-rated consumer shopping experience on the Web as rated by the on-line rating
service Bizrate.com and the 2000 and 1999 #1 PowerRanking for Computing by
Forrester Research. Today, Outpost.com has an existing base of approximately
1.4 million customers and approximately 4 million visitors per month to its
Website.
ABOUT FRY'S ELECTRONICS, INC.
Fry's Electronics, Inc., a closely held private company, is a retail electronics
supplier for the Hi-tech Professional. Fry's retails over 50,000 electronic
items within each of its nineteen stores. All of its stores sell, service, and
support: computer hardware and software products, technical books, I.C.'s,
electronic components and accessories, audio, car audio, video,
telecommunications, appliances and personal electronics, music CD's, DVD's, as
well as convenience and general merchandise items. Fry's services the Hi-Tech
Professional by focusing on its motto of always providing each customer with
fast, friendly, and courteous service. Fry's has become the place where a
technical customer can shop with confidence and comfort for the latest in
technology products.
OTHER IMPORTANT INFORMATION
Cyberian Outpost plans to mail a Proxy Statement to its stockholders containing
information about the merger. Investors and security holders are urged to read
the Proxy Statement carefully when it is available. The Proxy Statement will
contain important information about Fry's, Cyberian Outpost, and the merger and
related matters. Investors and security holders will be able to obtain free
copies of this document through the web site maintained by the U.S. Securities
and Exchange Commission at http//www.sec.gov.
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In addition to the Proxy Statement, Cyberian Outpost files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements and other information filed by Cyberian
Outpost at the SEC public reference rooms at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at the Commission's other public reference rooms in New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on public reference rooms. Cyberian Outpost's filings with the SEC
also are available to the public from commercial document-retrieval services and
at the web site maintained by the SEC at http//www.sec.gov.
Cyberian Outpost, its directors, executive officers and certain members of
management and employees may be considered participants in the solicitation of
proxies in connection with the merger. Information concerning Cyberian
Outpost's directors and executive officers can be found in the Form 10-K for the
year ended February 28, 2001 as filed with the SEC. Certain directors and
executive officers of Cyberian Outpost may have direct or indirect interests in
the merger due to securities holdings, vesting of options, and rights to
severance payments if their employment is terminated following the merger. In
addition, directors and officers, after the merger, will be indemnified by
Fry's, and benefit from insurance coverage, for liabilities that may arise from
their service as directors and officers of Cyberian Outpost prior to the merger.
Additional information regarding the participants in the solicitation will be
contained in the Proxy Statement.
"Safe Harbor" Statement for Cyberian Outpost, Inc. under the Private
Securities Litigation Reform Act of 1995: This press release may contain
forward-looking statements, including statements about our intention to
consummate the proposed merger. The statements in this release are not
guarantees of future performance and actual results could differ materially
from current expectations as a result of numerous factors. Potential risks and
uncertainties include, but are not limited to: the inability to terminate the
merger agreement with PC Connection and to consummate the merger with Fry's;
computer sales may continue to slow and/or average order size may decrease;
the ability to attract and retain key personnel and customers; actual results
in connection with continuing or discontinued operations; and other risks
detailed in Cyberian Outpost's reports filed with the SEC. In the event the
merger with Fry's is not consummated, potential risks and uncertainties
include, but are not limited to, the availability of continued financing;
Cyberian Outpost's ability to address its financing obligations in light of
its existing debt obligations and market conditions; the results of efforts to
implement the company's business strategy, including filing for restructuring;
Cyberian Outpost's inability to enter into strategic alternatives on favorable
terms or at all; the uncertainty of Cyberian Outpost's ability to continue as
a going concern; the possibility of delisting of Cyberian Outpost's common
stock from the Nasdaq National Market; and the effect that Cyberian Outpost's
financial condition may have on the willingness of customers to purchase
product from Cyberian Outpost or on its relationships with vendors and
suppliers, and their willingness and ability to supply Cyberian Outpost with
inventory.
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