CaucusCom Urges Metromedia Shareholders to Tender Their Shares Into Its Fully Funded, Premium Tender Offer Scheduled to Expire August 14, 2007.Believes Fursa's Proposal is Incapable of Being Consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- CaucusCom Ventures L.P., which has a binding merger agreement with Metromedia International Group, Inc. (Pink Sheets: MTRM MTRM Mode Transverse Resonance Method MTRM Multi-User Transmitted Reference Modulation ), has reviewed the proposal and supporting materials submitted to Metromedia by Fursa Alternative Strategies LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("Fursa") and has concluded that Fursa's proposal is incapable of being consummated. Accordingly, CaucusCom urges Metromedia shareholders to tender into its fully financed, all cash $1.80 per share offer, which is currently scheduled to expire on August 14, 2007. "Fursa's proposal is an illusion Illusion See also Appearances, Deceiving. Barmecide feast imaginary feast served t0 beggar by prince. [Arab. Lit.: Arabian Nights, “The Barmecide’s Feast”] Emperor’s New Clothes , dependent upon financing that we believe can never be raised," said Peter Nagle, director of CaucusCom. "During the nine months we spent working with Metromedia to develop our transaction, we concluded, based on our 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. of the company and substantive discussions with several debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay sources, that any acquisition of Metromedia could be effected only on a 100% equity basis. Accordingly, our tender offer is backed by fully funded equity commitments that have been reviewed and verified by the Metromedia Board." Nagle continued, "In light of the fact that Mickey A unit of mouse movement typically set at 1/200th of an inch. (unit, humour) mickey - The unit of resolution of mouse movement. It has been suggested that the "disney" will become a benchmark unit for animation graphics performance. Harley, the President of Fursa, was a member of the board of Metromedia until recently and participated in efforts to find a buyer for the company and yet delayed making any proposal until after the CaucusCom merger agreement was signed and our tender offer launched, we believe Fursa's proposal is intended only to pressure CaucusCom into increasing the price of our offer. That attempt will be unsuccessful. The CaucusCom tender offer currently expires on August 14, 2007, and we do not intend to change our price. Although CaucusCom will extend its offer in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the terms of the merger agreement if its conditions are not met by the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. , if a sufficient number of Metromedia shareholders tender their shares by the current expiration date of August 14, 2007, those shareholders will be able to promptly receive a premium price of $1.80 per share. We urge the shareholders of Metromedia to tender their shares today." CaucusCom urges Metromedia shareholders to consider the following: Fursa's proposal is wholly dependent on uncommitted, highly speculative financing: Fursa's proposal is dependent on the receipt of over $150 million in debt financing. Fursa has apparently not determined the structure of such financing and has no binding commitment for such financing. We have reviewed the "highly confident" letter from Fursa's financial advisor and believe that it is subject to conditions that cannot be satisfied, especially given current debt market conditions. Metromedia cannot support a highly leveraged acquisition: CaucusCom believes Metromedia does not have the cash flow necessary to support the debt financing proposed by Fursa. Metromedia's principal asset - and only source of cash - is its 50.1% indirect interest in Magticom. However, CaucusCom determined through its due diligence investigation that Metromedia does not have the functional ability to cause Magticom to pay dividends in the amount necessary to service and repay indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. on the scale proposed by Fursa. In fact, Metromedia does not even have sufficient control of Magticom to consolidate its interest in Magticom for accounting purposes. Fursa's proposal fails to account for the funds necessary to close its own transaction: Fursa states that it will commit $69 million in equity and raise $150 million of debt to finance its proposal. Even if Fursa were capable of raising such debt - which it is not - this sum falls many millions of dollars short of the amount that would be necessary to acquire all of the outstanding common shares of Metromedia and pay the costs of the transaction, including the termination fee termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. and expenses due to CaucusCom, the other Metromedia obligations that will fall due upon closing, and Fursa's own financing costs and other transaction expenses. Nor does it take into account the funds needed for the ongoing operations of the Metromedia holding company or the amounts that will be needed to satisfy Metromedia's obligations to its preferred stockholders, whether upon conversion or the exercise of appraisal rights Appraisal rights A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently. . Fursa's proposal fails to take into account Metromedia's obligations to its preferred stockholders: CaucusCom believes that even if a highly leveraged acquisition of Metromedia's common stock of the type proposed by Fursa were able to be financed, such a transaction would be highly prejudicial prej·u·di·cial adj. 1. Detrimental; injurious. 2. Causing or tending to preconceived judgment or convictions: to the interests of Metromedia's preferred stockholders and unlikely to be approved by the Board of Directors of Metromedia in light of their fiduciary duties Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary legal duty - acts which the law requires be done or forborne to such stockholders. ABOUT CAUCUSCOM VENTURES L.P. CaucusCom Ventures L.P. is a holding company affiliated with Salford Georgia, the local Georgian office of Salford Capital Partners Inc., an international private equity and investment management firm based in the British Virgin Islands British Virgin Islands A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700. Noun 1. , and Compound Capital Limited, an international private investment firm based in Bermuda. Compound is a subsidiary of Sun Capital Partners Ltd., a U.K.-based private investment firm that is not affiliated with, and has no relationship to, the U.S.-based private investment firm Sun Capital Partners, Inc. IMPORTANT INFORMATION This press release is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell any securities. Any tender offer will be made only through an Offer to Purchase and related materials. In connection with the tender offer, CaucusCom has filed a Tender Offer Statement on Schedule TO (containing an Offer to Purchase, a Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and related materials) with the U.S. Securities and Exchange Commission. Stockholders of Metromedia are advised to read these tender offer materials because they contain important information. You should consider the information contained in the tender offer materials before making any decision about the tender offer or whether to tender your shares. The tender offer materials are available for free at the SEC's website at http://www.sec.gov. The tender offer materials may also be obtained from the Information Agent for the tender offer at no cost. 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. This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements made in this press release are subject to risks and uncertainties. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "believes," "plans," "anticipates," "estimates," "expects," "intends," "seeks" or similar expressions. In addition, any statements we may provide concerning future financial performance, ongoing business strategies or prospects, and possible future actions, including with respect to our strategy following completion of the offer and our plans with respect to Metromedia, are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about Metromedia, economic and market factors and the industry in which Metromedia does business, among other things. You should not place undue reliance on forward-looking statements, which are based on current expectations, since, while CaucusCom believes the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release. These statements are not guarantees of future performance. All forward-looking statements included in this press release are made as of the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" and, unless otherwise required by applicable law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. |
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