Exhibit (a)
Dice Inc. Dice Inc.
t: (212) 725-6550
http://about.dice.com/
- --------------------------------------------------------------------------------
For Immediate Release:
April 3, 2002
Dice Inc. Negotiates Right to Repurchase Convertible Notes at
up to 30% Discount
Retains UBS Warburg as Financial Advisor
New York, NY - April 3, 2002 - Dice Inc. (Nasdaq: DICE), the leading provider of
online recruiting services for technology professionals, today announced that it
has negotiated the right to repurchase, upon the occurrence of certain events,
$53.02 million face amount (or 74% of the total) of its 7% convertible
subordinated notes due January 2005 (the "Notes") at up to a 30% discount from
three of its largest noteholders.
Option to Repurchase Convertible Notes
Through agreements with these holders, the Company has the right upon certain
change of control events to repurchase the Notes from such holders at prices
ranging from 70% to 110% of face value, plus accrued interest through the date
of repurchase. The actual repurchase price will depend upon the amount received
by the Company or its stockholders as a result of the change of control event.
Repurchase prices higher than the minimum (70% of face value) are triggered by a
change of control at a price that would be a premium to the current market value
of the Company, increasing to the maximum of 110% of face value as proceeds to
stockholders increase. The Company's repurchase option expires on October 3,
2002, although it may be extended for an additional three months under certain
conditions.
Under the terms of the indenture pursuant to which the Notes were issued, upon
the occurrence of a change of control event the holders would have been entitled
to require the Company to repurchase the Notes at a price equal to 100% of the
aggregate principal amount, plus accrued interest to the repurchase date.
In consideration for entering into these agreements, the Company is paying the
equivalent of one coupon payment, or $1,856,000 in the aggregate, to the three
holders. In addition, the Company is repurchasing today $1,766,000 aggregate
principal amount of Notes from one of the holders for $1,236,000 in cash, plus
accrued interest of $24,000. This holder will be entitled to receive an
incremental payment on the $1,766,000 of Notes on the terms described above if a
change of control event occurs.
Comments from Management
"By negotiating attractive repurchase terms for 74% of our outstanding debt, we
are now in a position to move forward with evaluating various strategic
alternatives," said Scot Melland, president and CEO of Dice Inc. "What this
means for stockholders is that at our current market value, if a change of
control occurs, stockholders of our company will have realized a net additional
$14 million of equity value."
-more-
Exploration of Strategic Alternatives
The Company also announced that it has retained UBS Warburg as its financial
advisor in connection with an exploration of strategic alternatives. The
Company's Board of Directors has authorized management and its financial advisor
to explore strategic alternatives that would maximize shareholder value,
including debt restructuring or refinancing, mergers, sales, strategic alliances
or other similar strategic alternatives.
The Company noted that there could be no assurance that the exploration of
strategic alternatives would result in any agreement or transaction, and that
the Company may not make any further public announcements concerning its
exploration of strategic alternatives unless and until a definitive agreement
concerning a transaction is reached or the review has been concluded.
About Dice Inc.
Dice Inc. (Nasdaq: DICE, 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 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 by clicking on Investor Relations at
http://about.dice.com.
This press release contains forward-looking information. 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 relating to the possibility of a change of control event or to
management's efforts to maximize shareholder value through its exploration of
various strategic alternatives, as well as the other matters referred to in this
press release relating to the Company's option to repurchase some of its
convertible subordinated notes, may be significantly and materially affected by
certain risks and uncertainties, including, but not limited to, the Company's
ability to attract interested parties and to implement any of its strategic
alternatives with such parties on desirable terms, the effects of mergers and
acquisitions within the Company's industry, general market conditions 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 is current
only as of the date of publication, and Dice Inc. disclaims any obligation to
update this information.
Company Contact Information Media Contact Information
Michael P. Durney Claudine Cornelis
Senior Vice President, Finance and Laura Novak
Chief Financial Officer Morgen-Walke Associates
tel: 212-850-5600
Constance Melrose
Vice President, Treasury and Investor Relations Contact Information
Investor Relations Richard Schineller
3rd Millennium
Dice Inc. rich@3rd-mm.com
ir@dice.com tel: 973-633-0888, ext. 110
tel: 212-725-6550
# # #