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EXHIBIT 99.1
[LOGO OF EDGEWATER TECHNOLOGY]
Contacts: Clete T. Brewer, Chairman and Chief Executive Officer
Terry C. Bellora, Chief Financial Officer
Edgewater Technology, Inc.
(501) 973-6084
Edgewater Technology, Inc. Announces Tender Offer For its Common Stock
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Fayetteville, Arkansas - December 21, 2000 - Edgewater Technology, Inc. (NASDAQ:
EDGW, www.edgewater.com, "Edgewater" or the "Company"), today announced that it
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has commenced a fixed price tender offer for 16.25 million shares, or 56.6% of
its outstanding common stock, at $8.00 per share net, a 32% premium to the last
reported sales price of the Company's common stock on Wednesday, December 20,
2000. Credit Suisse First Boston and Banc of America Securities are serving as
the dealer managers ("Dealer Managers") for this issuer tender offer.
If more than 16.25 million shares are tendered, the Company will purchase shares
from each stockholder on a pro rata basis to purchase the 16.25 million shares.
Under the terms of the offer, stockholders will have the opportunity to tender
all or a portion of their shares at $8.00 per share. The last reported sales
price of the Company's common stock on Wednesday, December 20, 2000 was $6.06
per share. All other shares that have been tendered and not purchased will be
promptly returned to the stockholders. The tender offer will expire on January
23, 2001 at 12:00 Midnight, Eastern time, unless the Company elects to extend
the offer. The offer is subject to various conditions described in the Offer to
Purchase.
The Company's Board of Directors has approved the offer. However, neither the
Company nor its Board of Directors nor the Dealer Managers is making any
recommendation to its stockholders as to whether to tender or refrain from
tendering their shares. Stockholders must make their own decisions as to
whether to tender their shares and if so, how many shares to tender. The
Company's directors and executive officers have advised the Company that, as a
group, they will tender approximately 705,000 shares, or 58.7% of their shares
in the offer.
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of the Company's common
stock. The solicitation of offer to buy the Company's common stock will only be
made pursuant to the Offer to Purchase and related material that the Company
will be sending out to its stockholders shortly. Stockholders should read those
materials carefully because they will contain important information including
the various terms and conditions to the offer.
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Edgewater Announces Tender Offer for Its Common Stock
December 1, 2000
Page 2 of 2
Company Information
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Edgewater Technology, Inc. is a national full-service provider of tailored
Internet-centric solutions, which assists clients through proven methodologies,
including eStrategy, eSolutions and Internet Outsourcing. Find more information
at www.edgewater.com.
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The tender offer statement and other filed documents will be available for no
charge on the SEC's website at http://www.sec.gov and will also be made
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available without charge to all stockholders of the Company by contacting the
information agent for the offer as designated in the tender offer documents
disseminated to the Company's stockholders.
This Press Release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements
made with respect to the closing of, or amount of proceeds from the ClinForce
sale and the commencement of and the potential terms of the proposed self-tender
offer. Words such as "plan," "will," "anticipate," "intend," "increasing,"
"pursue," "provide," "begin," "should," "would," "focus," "believe," "expect,"
"continue," and "plan," or the negative thereof or variations thereon and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements inherently involve certain risks and uncertainties,
although they are based on our current plans or assessments that are believed to
be reasonable as of the date of this Press Release. Factors that may cause
actual results, goals, targets or objectives to differ materially from those
contemplated, projected, forecast, estimated, anticipated, planned or budgeted
in such forward-looking statements include, among others, the following
possibilities: (i) an inability to satisfy all of the conditions to or otherwise
complete the ClinForce sale transaction; (ii) an inability to launch or complete
the proposed tender offer (including a determination by the Company not to
pursue such tender offer or to change the amount of such tender offer; (iii)
changes in the Company's stock price; (iv) changes in the Company's operating
results; (v) changes in the estimated or projected capital requirements or
competitive and strategic positioning and growth goals of the Edgewater
eSolutions consultancy; (vi) changes in industry trends, such as changes in the
demand for or supply of clinical trials support services, whether on a temporary
or permanent placement basis, or eSolutions services; (vii) adverse developments
involving debt, equity, currency or technology market conditions; (viii) adverse
results in litigation matters; (ix) failure to obtain new customers or retain
significant existing customers; (x) loss of key executives; and/or (xi) changes
in general economic and business conditions. Actual events or results may
differ materially from those discussed, contemplated, forecasted, estimated,
anticipated, planned or implied in the forward-looking statements as a result of
the various factors described above and those further set forth under the
headings "Recent Developments; Purpose of the offer; Certain effects of the
Offer" and "Important Considerations in Deciding Whether to Tender Shares or
Qualified Option Shares; Forward-Looking Information" in the Company's Schedule
TO filed with the Securities & Exchange Commission on December 21, 2000.
"Management Discussion and Analysis - Special Note Regarding Forward Looking
Statements" in the Company's Quarterly Report on Form 10-Q filed with the
Securities & Exchange Commission on November 14, 2000 and under the heading
"Business- Factors Affecting Finances, Business Prospects and Stock Volatility"
in the Company's Form 10-K filed with the Securities and Exchange Commission on
March 20, 2000.
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