Exhibit 99.1
For Immediate Release:
June 30, 2003
DICE EXITS FROM BANKRUPTCY AND ELIMINATES $69.4 MILLION OF DEBT
Existing Dice Stock Canceled Today; Company Now Privately Held
New York, NY -- June 30, 2003 -- Dice Inc. (OTC Bulletin Board: DICEQ) emerged
today from bankruptcy, after the U.S. Bankruptcy Court for the Southern District
of New York confirmed the Company's pre-arranged Joint Plan of Reorganization
(the "Plan") on June 24, 2003, and all conditions necessary for the Plan to
become effective were satisfied or waived.
The Plan eliminated all of the Company's outstanding Convertible Subordinated
Notes (the "Notes") in exchange for the issuance to the noteholders of 19,000
shares, or 95%, of Reorganized Dice Common Stock. As a result, Elliott
Associates, L.P. and Elliott International, L.P. (together, "Elliott") will own
approximately 46% of Reorganized Dice.
"Today, we have completed our financial reorganization, emerging with a strong
market position and capital structure appropriate for our business. As a private
company, we will be able to focus all our resources on growing our business and
enhancing our services," said Scot W. Melland, chairman and chief executive
officer of Dice Inc. "We appreciate the loyalty of our customers, hard work of
our employees and support of all stakeholder groups."
"We are essentially debt-free, and our business continues to generate positive
cashflow. After paying all claims and costs associated with the restructuring
process, Dice has more than enough cash to continue to invest in our business
and serve our customers," said Michael P. Durney, senior vice president and
chief financial officer of Dice Inc.
The Plan also provides for the 130 largest holders of old Dice Inc. stock to
receive a pro rata allocation of 1,000 shares, or 5%, of Reorganized Dice Common
Stock. In addition to their 5% ownership, holders of old Dice Inc. stock 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. The remaining shareholders will receive a pro rata
allocation of $50,000 in cash. Shareholders who would receive less than an
aggregate of $5.00 for their shares will not participate in the cash
distribution. Under the Plan, all of the Company's outstanding capital stock and
options were canceled effective as of the close of business today.
Today, the Company made payments to unsecured trade creditors for the full
amount of their allowed claims as determined under the Plan confirmed last week
and initiated the process of formally canceling its capital stock and
distributing Reorganized Dice Common Stock. The process of distributing new
stock and cash to holders of old Dice Inc. stock and exchanging new stock for
the Notes as outlined above will take several weeks. Shareholders and
noteholders of record will receive communications setting forth the details of
the distribution in the next several days. The Company has begun the process of
deregistering its existing common stock and, as a result, will be 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 restructuring plan,
new capital structure, or 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, 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 Senior Vice President, Claudine Cornelis
Finance and Chief Financial Officer Stephanie Sampiere
FD Morgen-Walke
tel: 212-850-5600
Constance Melrose
Vice President, Treasury and Investor Investor Relations Contact Information
Relations 3rd Millennium
tel: 973-244-7800
Dice Inc.
ir@dice.com
tel: 212-725-6550