Cybear Receives Tracking Stock Transaction Proposal From Andrx.Business Editors BOCA RATON Boca Raton (bō`kə rətōn`), city (1990 pop. 61,492), Palm Beach co., SE Fla., on the Atlantic; inc. 1925. Boca Raton is a popular resort and retirement community that experienced significant industrial development in the 1970s and 80s. , Fla.--(BUSINESS WIRE)--Dec. 21, 1999 Cybear, Inc. (Nasdaq:CYBA CYBA Charter Yacht Broker Association CYBA Conejo Youth Basketball Association (Conejo Valley, California) CYBA California Yacht Brokers Association CYBA Cybertron Army CYBA Columbia Yacht Brokers Association ) announced that it has received an offer from Andrx Corporation (Nasdaq:ADRX ADRX Andrx Corporation (stock symbol) ), a 73% shareholder of Cybear, to acquire all of the issued and outstanding Common Shares of Cybear that is not already owned by Andrx. The offer is being made in connection with, and is subject to Andrx shareholder approval and completion of an Andrx corporate recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. . The recapitalization plan calls for Andrx to issue one new class of common stock, commonly known as "Tracking Stock," which is intended to separately reflect the performance of Cybear. Under the Andrx offer to Cybear, the public shareholders of Cybear, who currently own approximately 27% of the common equity of Cybear, would exchange such shares for shares of Cybear tracking stock which represent approximately 27% of the equity interest in Cybear. Subsequent to the consummation of the proposed merger, Andrx has indicated that it intends to distribute its 73% interest in Cybear tracking stock to the Andrx shareholders in the form of a tax-free, pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. stock dividend. The merger would be subject to various conditions, including approval by Cybear's Board of Directors and the shareholders of Andrx and Cybear. Cybear, Inc., headquartered in Boca Raton, Fla., is an information technology company using the Internet to improve the efficiency of administrative and communications tasks of managing patient care. Cybear provides access to the Internet and the Cybear product line through its own Internet Service Provider Internet service provider (ISP) Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password. (ISP (1) See in-system programmable. (2) (Internet Service Provider) An organization that provides access to the Internet. Connection to the user is provided via dial-up, ISDN, cable, DSL and T1/T3 lines. ) system, delivering productivity applications to physicians, physician organizations, pharmacies, and hospitals and health information to consumers - while addressing the healthcare industry's critical need for secure and reliable transmission of information. Subscriptions to the Company's product designed for physicians are available online at www.cybear.com or by calling 877.999.3001. Cybear offers free access to a variety of consumer health news and information on diseases and wellness to help the entire family manage its health at www.cybear.com. Forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," or "continue," or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in Cybear' filings with the Securities and Exchange Commission. This release and additional information about Cybear, Inc. are also available on the Internet at: http://www.cybear.com |
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