Exhibit 99.1
For Immediate Release:
June 24, 2003
DICE ANNOUNCES CONFIRMATION OF REORGANIZATION PLAN TO
ELIMINATE $69.4 MILLION OF DEBT
Company to Emerge as Privately Held Entity
New York, NY-- June 24, 2003-- Dice Inc. (OTC Bulletin Board: DICEQ) today
announced that the U.S. Bankruptcy Court for the Southern District of New York
has confirmed its pre-arranged Joint Plan of Reorganization (the "Plan")
proposed by the Company and by Elliott Associates, L.P. and Elliott
International, L.P. (together, "Elliott"), which hold approximately 48% of the
Company's Convertible Subordinated Notes (the "Notes").
The Plan received overwhelming approval by shareholders and bondholders, with
both classes entitled to vote having done so by substantially more than the
margins required for acceptance by each class. According to the final count of
ballots received by the voting deadline, 98.7% of the shares that were voted
were in favor of the Plan. Holders of 92% of the principal amount of the Notes
voted; 100% of those Notes were voted in favor of the Plan. No objections to
confirmation of the Plan were received. The Company is targeting June 30, 2003
as the Effective Date for emergence from Chapter 11.
"We have continued to deliver the highest quality service to our customers
during the process of reorganizing our capital structure," said Scot W. Melland,
chairman and chief executive officer of Dice Inc. "The ongoing operations of
Dice and MeasureUp were not affected. In fact, we have been able to strengthen
our market position, introduce many enhancements to our service, and win new
customers."
"Our performance reflects the hard work of our employees, the strength of our
brand, and the quality of our relationships," continued Melland. "We appreciate
the continued loyalty of our customers and the strong support of the Plan by all
stakeholder groups."
"The Plan confirmed today will eliminate all of the outstanding Notes via a debt
for equity exchange, from which we will emerge as a privately held, essentially
debt-free company with a solid financial position," said Michael P. Durney,
senior vice president and chief financial officer of Dice Inc. "The dedication
of our employees and support from our stakeholders has enabled us to complete
this process rapidly and efficiently (within 130 days), well within the
timetable announced in February."
"Our business continues to generate positive cashflow, and after paying all
claims and costs associated with the restructuring process, Dice will emerge
with more than enough cash to continue to grow our business and serve our
customers," said Durney.
Joint Plan of Reorganization
As previously reported, the Plan provides for the extinguishment of
approximately $69.4 million in aggregate face amount of the Company's Notes in
exchange for 19,000 shares, or
95%, of Reorganized Dice Common Stock. Upon the Company's emergence from
bankruptcy, Elliott will own approximately 46% of Reorganized Dice.
The Plan also provides for the 130 largest current Dice shareholders to receive
a pro rata allocation of 1,000 shares, or 5%, of Reorganized Dice Common Stock.
The remainder of shareholders will receive a pro rata allocation of $50,000 in
cash. Stockholders who would receive less than an aggregate of $5.00 for their
shares will not participate in the cash distribution. In addition to their 5%
ownership, existing Dice shareholders 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. Under the Plan,
all of the Company's currently outstanding capital stock and options will be
canceled.
On the Effective Date, the Company will make payments to creditors as determined
under the Plan and will initiate the process of canceling its existing stock and
distributing Reorganized Dice Common Stock. The process of distributing new
stock and cash to existing Dice shareholders and exchanging new stock for the
Notes will take several weeks.
On the Effective Date, the Company will also begin the process of deregistering
its existing common stock, and as a result, will become 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 proposed
restructuring plan, proposed new capital structure, or proposed 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, loss of continued
support of the plan by the Company's co-proponent, delays in the effective date
of the plan due to factors beyond the Company's control, 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.
Company Contact Information Media Contact Information
Michael P. Durney Claudine Cornelis
Senior Vice President, Finance and Stephanie Sampiere
Chief Financial Officer FD Morgen-Walke
tel: 212-850-5600
Constance Melrose
Vice President, Treasury and Investor Relations Investor Relations Contact Information
Richard Schineller
Dice Inc. 3rd Millennium
ir@dice.com rich@3rd-mm.com
tel: 212-725-6550 tel: 973-244-7800, ext. 1711