Proposal to Acquire Caliper Technologies Corp.
Wednesday February 12, 9:00 am ET
NEW YORK, Feb. 12 /Businesswire/ — LB Acquisitions LLC (“LBA”), a wholly-owned subsidiary of Little Bear Investments LLC (“LB”), announced today that it submitted a proposal to acquire Caliper Technologies Corp. (NASDAQ: CALP) (hereinafter referred to as “Caliper”) to its’ Board of Directors for $4.15 per share of Common Stock. The proposal was delivered yesterday, and is subject to various conditions, including LBA successfully obtaining adequate financing to consummate the transaction and the completion by LBA of satisfactory due diligence.
LB’s controlling owner, Zachary Prensky, affiliates of his, as well as members of his immediate family, have acquired 180,000 shares of Caliper in open market transactions. The cash portion of LBA’s proposal to acquire Caliper represents a greater than 38% premium to the closing price on February 11th, 2003.
Upon the closing of LBA’s acquisition of Caliper, a trust containing $5,000,000 will be created to hold all of Caliper’s current intellectual property (the “Trust”). Under the proposal, Caliper shareholders would receive 1 unit of the Trust for every 5 shares of Caliper owned immediately prior to the closing date, or approximately 80% of the expected outstanding units of the Trust. 10% of the units would be reserved for certain current employees of Caliper and future employees of the Trust and LBA would receive 10% of the outstanding units of the Trust. The business of the Trust would be to collect royalties on Caliper’s intellectual property and distribute the net income, if any, to the trust’s unit holders on a regular basis. Regarding this offer, Mr. Prensky stated today, “Prior to our offer to acquire Caliper, the common stock was trading at a price significantly below the value of its cash and marketable securities. This would seem to indicate that the market is placing a negative value on the operational business of Caliper. Given such a situation, it is our opinion that the current shareholders would be best served by selling the company at a value closer to its cash value and preserving the intellectual property in a trust to be used to maximize shareholder value without the large overhead that adversely impacts Caliper’s financial performance today. We believe that Caliper should form a committee of independent directors to seriously consider our offer, and feel strongly that such a group of individuals would agree with our assertion that selling Caliper to LBA at our offering price is in the best interests of all stockholders.”
Little Bear Investments LLC, formerly known as Zackfoot Investments, focuses on investing in distressed businesses within the public marketplace. LB looks to identify and potentially acquire undervalued companies where the marketplace significantly discounts the value of the companies’ assets and operations.
LBA and LB look to work with Caliper’s Board of Directors to quickly close this proposed transaction. It is currently not the intention of LBA and/or LB to engage in any proxy solicitation. LBA and/or LB reserve their right to do so if Caliper’s Board of Directors turns down our offer as submitted. If LBA and/or LB does engages in any solicitation with respect to the shares of Caliper it and its’ affiliates do not currently own, it will prepare and disseminate a proxy statement with respect to that solicitation. Shareholders should read that proxy statement if and when it becomes available because it will contain important information. Shareholders will be able to obtain copies of the proxy statement, related materials and other materials filed with the Securities and Exchange Commission at the SEC’s website www.sec.gov without charge when these documents become available. Shareholders will also be able to obtain copies of that proxy statement and related materials without charge, when available, from LBA by writing to: LB Acquisitions LLC Attention: Zachary Prensky c/o Little Bear Investments LLC, 382 Central Park West, New York, NY 10025. For any questions or comments regarding this press release, please contact us at Zach@Prensky.com. For further information regarding the details of the share ownership mentioned above, please send a self-addressed stamped envelope to the LB Acquisitions LLC address given above.