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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
EPRISE CONTACT: PRESS CONTACT:
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Milt Alpern Kelly Murray/Dan Sher
Eprise Corporation PAN Communications, Inc.
508/661-5200 978/474-1900
[email protected] [email protected]
EPRISE CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN
FRAMINGHAM, MASS. -- DECEMBER 19, 2000 -- Eprise Corporation (NASDAQ: EPRS), a
leading provider of advanced contenT management software for dynamic websites,
today announced that its Board of Directors has adopted a stockholder rights
plan designed to protect the long-term value of the company for its
stockholders. The adoption of the Rights Plan is intended as a means to guard
against abusive takeover tactics and is not in response to any particular
proposal.
In connection with the Rights Plan, the Board declared a dividend of one
preferred share purchase right for each share of Eprise's common stock
outstanding on December 29, 2000. The rights will be distributed as a
non-taxable dividend and will expire on December 18, 2010.
One right will initially attach to each share of Eprise common stock and will
not trade separately or be exercisable. If a person or a group acquires or
announces an intent to acquire 15% or more of Eprise's stock, then the rights
will be distributed and will thereafter trade separately from the common stock.
Eprise's Board of Directors may terminate the Rights Plan at any time or redeem
the rights prior to their distribution or the consummation of a business
combination transaction.
If a person acquires 15% or more of Eprise common stock without the prior
approval of the Company's Board of Directors, all rights holders other than the
acquiror will be entitled to exercise the rights to acquire shares of Eprise
common stock at a discount. The effect will be to discourage acquisitions of
more than 15% of Eprise common stock without negotiating with the Board.
Additionally, if Eprise is acquired in a merger or other business combination
transaction after a person has acquired 15% or more of the company's outstanding
common stock, or 50% or more of its assets are sold, each right will entitle its
holder (other than an acquiror) to purchase, at the then-current exercise price
of a right, a number of shares of the acquiring company's common stock having a
market value of two times the exercise price of the right.
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The rights are designed to provide the Board of Directors sufficient time to
evaluate proposed change-in-control transactions by encouraging potential
acquirors to negotiate with the Board of Directors before initiating a tender
offer for the Company. The rights are not intended to prevent transactions on
terms that are fair to the Company's stockholders nor to deter any potential
acquiror who is willing to complete a transaction on such terms.
Additional details regarding the Rights Plan will be outlined in a summary to be
mailed to all stockholders following the record date.
ABOUT EPRISE CORPORATION
Eprise Corporation (Nasdaq:EPRS) provides Strategic Content Management solutions
that enable businesses to gain competitive advantage. Its software solutions
encompass products and services that support the use of industry best practices
for managing the entire content life cycle. By integrating its products with
technologies from companies such as Microsoft, Inktomi, Net Perceptions and
Screaming Media, Eprise offers an even more robust environment, enabling
customers to improve Web site effectiveness and drive e-business success. With
headquarters located in Framingham, Mass., the company has expanded to include
regional offices across the United States, as well as in Canada, Germany, and
the United Kingdom.
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Certain matters discussed in this announcement may involve "forward-looking
statements" (as that term is used in the Private Securities Litigation Reform
Act of 1995) that involve risks and uncertainties, including risks of business
change, product acceptance and customer demand and growth management detailed
from time-to-time in Eprise Corporation's filings with the Securities and
Exchange Commission. Eprise Corporation draws the reader's attention to the
factors described in its final Prospectus dated March 24, 2000 and its Form 10Q
for the quarter ended September 30, 2000 filed on November 14, 2000 under the
heading "Risk Factors." Any such forward-looking statements speak only as of the
date such statements are made, and the company undertakes no obligation to
publicly release the results of any revision to these forward-looking statements
or otherwise update or supplement this announcement or the risk factors
referenced herein.
