Atlas International Group Makes An All-Cash Offer To Acquire All of the Outstanding Shares of Barpoint.com, Inc.Business Editors/Technology Writers NEW YORK--(BUSINESS WIRE)--Jan. 7, 2002 Atlas Atlas, in Greek mythology Atlas (ăt`ləs), in Greek mythology, a Titan; son of Iapetus and Clymene and the brother of Prometheus. International Group Limited ("AIGL"), a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. , which owns approximately 3.8% of the outstanding common stock of Barpoint.com, Inc. (Nasdaq:BPNT), announced that on January January: see month. 3, 2002, it made an all-cash offer to acquire all of the outstanding shares of Common Stock of BPNT for $0.60 per share if the issuance of the dividend (the "Dividend") to be distributed on January 14, 2002 is cancelled. AIGL's offer represents a 46% premium to the Company's bid price of $0.29 per share on the date of the offer and the $.12 dividend. Mr. Michael D. Farkas, Director of AIGL commented that, "Despite BPNT's uninterrupted history of losses since inception, we believe that there is significant value inherent in the business and assets of the Company, though such value appears to be diminishing di·min·ish v. di·min·ished, di·min·ish·ing, di·min·ish·es v.tr. 1. a. To make smaller or less or to cause to appear so. b. rapidly with the distribution of the Dividend and the significant burn rate of the Company. We further believe," continued Mr. Farkas, "that as a result of the Company's recent announcements with respect to the restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). of the business activities of the company, including layoffs, coupled with the issuance of the Dividend, that the trading levels for the Common Stock will not improve significantly in the near future. In contrast to the issuance of the Dividend, we also believe that this all-cash offer will provide immediate liquidity to all the Company's stockholders and provide an immediate opportunity for them to maximize their current investment in the Company." AIGL has attempted to contact Mr. Rothschild regarding its offer and have been advised by the Company that its Board of Directors is currently reviewing the offer. The offer is conditioned on satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , obtaining all necessary consents and approvals, including board and stockholder approval, waiver The voluntary surrender of a known right; conduct supporting an inference that a particular right has been relinquished. The term waiver is used in many legal contexts. of any anti-takeover provisions and certain other customary conditions, including no material adverse change in the Company's business and confirmation that there are appropriate reserves for all contingent liabilities Contingent Liability 1. The possibility of an obligation to pay certain sums dependent on future events. 2. Defined obligations by a company that must be met, but the probability of payment is minimal. Notes: 1. . A copy of the letter sent to the Board of Directors is set forth below. January 3, 2002 Mr. Leigh M. Rothschild Chairman of the Board BarPoint.com, Inc. 2200 SW 10th Street Deerfield Beach Deerfield Beach, town (1990 pop. 46,325), Broward co., SE Fla., on the Atlantic coast; inc. 1925. The development of high-technology industry and commerce expanded the town and more than doubled its population between 1970 and 1990. , Fl. 33442 Dear Mr. Rothschild: Atlas International Group Limited ("AIGL") and its shareholders currently own an aggregate of 670,000 shares of common stock (the "Common Stock") of BarPoint.com, Inc. (the "Company"), representing approximately 3.8% of the Company's issued and outstanding Common Stock. Despite the Company's uninterrupted history of losses since inception, AIGL continues to believe that there is significant value inherent in the business and assets of the Company, though such value appears to be diminishing rapidly. AIGL also believes that the dividend of $.12 per share, or approximately $2.3 million, announced by the Company on November 14, 2001 and that is to be distributed on January 14, 2002 to the shareholders of record as of December 24, 2001, further expedites the devaluation devaluation, decreasing the value of one nation's currency relative to gold or the currencies of other nations. It is usually undertaken as a means of correcting a deficit in the balance of payments. of the business and assets of the Company. AIGL further believes that the equity markets will continue to fail to fully appreciate the value of the Company's Common Stock and that the trading levels for the Common Stock will not improve significantly in the near future. Accordingly, AIGL hereby sets forth its willingness to make an all-cash offer to acquire all of the outstanding shares of Common Stock for $0.60 per share if the issuance of the dividend is cancelled. This offer represents a 46% premium to the Company's current bid price of $0.29 per share and the $.12 dividend. We believe that this all-cash offer will provide immediate liquidity to all the Company's stockholders and an immediate opportunity for them to maximize their current investment in the Company. This offer is conditioned on satisfactory completion of due diligence, obtaining all necessary consents and approvals, including board and stockholder approval, waiver of any anti-takeover provisions and certain other customary conditions, including no material adverse change in the Company's business and confirmation that there are appropriate reserves for all contingent liabilities. We are prepared to enter into a confidentiality and exclusivity agreement and commence work immediately in order to satisfy the due diligence contingencies Contingencies (ISSN 1048-9851) is the bimonthly magazine of the American Academy of Actuaries, providing a large and diverse readership with general interest and technical articles on a wide range of issues related to the actuarial profession. . As stockholders, we feel that the Board has a responsibility to us and all its stockholders to consider fully and impartially im·par·tial adj. Not partial or biased; unprejudiced. See Synonyms at fair1. im par·ti·al any proposal that may significantly increase stockholder value. Accordingly, we continue to stand ready to discuss with you, the Board and members of management any aspect of our proposal so that you will share our confidence and enthusiasm for this transaction; a transaction that we believe serves the best interests of the Company, its stockholders, management, employees and the broader interested community. Please contact Michael D. Farkas at 212/267-3500 to discuss any questions you or the Board might have or if you would like further information. Very truly yours, Atlas Capital Management, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control Michael D. Farkas President This press release contains information that may constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although AIGL believes that the expectations reflected in the forward-looking statements and assumptions upon which forward-looking statements are based are reasonable, it can give no assurance that such expectations and assumptions will prove to be correct. |
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