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News From:
TRIAD PARK, LLC
Contact: Stan Marquis
510 449-0606, ext. 6300
TRIAD PARK, LLC RECEIVES NEW MERGER PROPOSAL; DELAWARE CHANCERY COURT ORDERS
SHAREHOLDERS' MEETING
LIVERMORE, Calif., March 19, 1998 -- The Advisory Board of Triad Park, LLC
("Triad Park") today announced it has received a new merger proposal from TPL
Acquisition, LLC ("TPL") and Richard C. Blum & Associates, L.P. (collectively
with TPL, "RCBA"). Under the new proposal from RCBA, all outstanding membership
interests in Triad Park would be exchanged for $1.74 per share in cash. Under
the current merger agreement with TKG Acquisition Company, LLC ("TKG
Acquisition"), Triad Park's outstanding membership interests are to be exchanged
for $1.65125 per share in cash.
Triad Park has previously entered into a merger agreement with TKG Acquisition
and its sole and managing member, The Kontrabecki Group, Inc. (d/b/a TKG
International) ("TKG") on February 1, 1998 (the "Merger Agreement"). The merger
contemplated by the Merger Agreement is subject to approval by Triad Park's
shareholders and a special shareholders' meeting is scheduled for March 25,
1998. However, under the terms of the Merger Agreement, if the Advisory Board of
Triad Park receives a proposal which it determines to be more favorable from a
financial point of view to Triad Park's shareholders than the TKG Acquisition
proposal, Triad Park must give notice to TKG Acquisition of the superior
proposal and observe a five business day waiting period before terminating the
Merger Agreement and entering into a new merger agreement with RCBA. Triad Park
determined that RCBA's offer constituted a "superior proposal" under the Merger
Agreement and delivered notice of the RCBA proposal to TKG Acquisition on
Saturday, March 14.
On Monday, March 16, TKG Acquisition filed suit with the Delaware Court of
Chancery seeking a temporary restraining order to prevent Triad Park's
termination of the Merger Agreement. On Tuesday, March 17, the Court issued a
temporary restraining order which prevents Triad Park from terminating the
Merger Agreement until further order of the court. The Court noted that,
although the Advisory Board had determined that RCBA's offer constituted a
"superior proposal" under the Merger Agreement, TKG Acquisition had nevertheless
demonstrated a colorable claim that the RCBA proposal did not constitute a
"superior proposal" under the Merger Agreement. The Court also ordered that
Triad Park hold a shareholders' meeting no later than March 28, 1998 and ordered
disclosure of the RCBA proposal.
Triad Park will mail to its shareholders supplemental proxy solicitation
materials, including copies of this press release, correspondence with RCBA and
TKG, the complaint filed by TKG in Delaware, and the Delaware Court of
Chancery's written restraining order. In addition, upon request, Triad Park will
provide to shareholders a copy of the TKG complaint filed against RCBA in the
United States District court for the Northern District of California.
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If the Merger Agreement is approved by the shareholders at the meeting, the
merger with TKG Acquisition at $1.65125 per share will close promptly. If the
Merger Agreement is rejected by Triad Park's shareholders, Triad Park will enter
into a new merger agreement with RCBA at $1.74 per share. Under a new RCBA
merger agreement, a closing would likely not occur prior to May 31, 1998.
Triad Park was created in February 1997 upon the acquisition of Triad Systems
Corporation by Cooperative Computing, Inc., of Austin, Texas. Shareholders of
Triad System Corporation received one Triad Park membership share for each share
of Triad Systems Corporation common stock. Triad Park's assets consist of
approximately 300 acres of property formerly owned by Triad Systems Corporation
and the company's 220,000-square-foot headquarters facility. Triad Park also
assumed approximately $20.7 million of indebtedness previously secured by the
spun-off real estate and was formed to liquidate its real estate portfolio, with
proceeds used to pay expenses (including taxes), repay secured debt and
distribute any remaining proceeds to holders of Triad Park membership
interests.
