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Pliant Systems Announces 363 Sale Procedures RESEARCH TRIANGLE PARK, N.C., May 25, 2001 (BUSINESS WIRE) -- Pliant Systems, Inc. (OTCBB: PLNS), a leading provider of integrated multi-service access platforms for the telecommunications industry, announced today that it has obtained court approval for the procedures outlining the sale of its assets under section 363 of the Bankruptcy Code. The sale process is open to any Qualified Bidder, which is defined as any entity that provides the Company with evidence that establishes, among other things, (i) sufficient financial ability to consummate a transaction proposed by such bidder and (ii) ability to obtain all necessary licenses, consents, and approvals. The minimum bid for the Company`s assets, which consist of certain receivables and inventories, product related test and IT equipment and all intellectual property (the "Available Assets"), has been set at $8,000,000 in cash and must be accompanied by a cash deposit equal to 10% of the bid (the "Qualified Bid"). As of April 30, 2001, the Available Assets had a book value of approximately $30 million. The Company`s Pliant 3000 Integrated Access Platform ("Pliant 3000") is a distributed integrated access platform that combines traditional copper-based POTS services with next generation broadband services and digital/optical transport by integrating the capabilities of (i) a next generation digital loop carrier ("NGDLC"), (ii) a digital subscriber line access multiplexer ("DSLAM") / remote access multiplexer ("RAM"), (iii) a 1/0 digital crossconnect system and (iv) an optical/DSL/DSX transport system, into a single cost effective platform. The Pliant 3000 also combines ATM/TDM switching to ensure high quality of service ("QoS") for voice and broadband data services. To date, the Company has invested $90 million to develop the Pliant 3000. As of April 30, 2001, the Company has received 24 customer trial commitments / first office applications and completed 14 of these trials. Upon execution of a confidentiality agreement with the Company, Qualified Bidders will have the opportunity to conduct due diligence at the Company`s headquarters, where a full data room and senior management will be available. The due diligence period will be open until June 22, 2001, when initial Qualified Bids will be due to Kilpatrick Stockton LLP and Jefferies & Company, Inc. Initial Qualified Bids are expected to reflect completed due diligence and firm financing and shall remain open and irrevocable until 48 hours after closing. If the Company receives more than one Qualified Bid, on June 27, 2001 the Company will conduct an auction process among the Qualified Bidders. Bidding will commence with the highest or otherwise best Qualified Bid and continue in increments of not less than $250,000, until all parties have made their final offers. Inquiries into the sales process can be directed to William Q. Derrough, Kent Warner or Leo Chang of Jefferies & Company, Inc. at 212-284-2550. The Company will select the highest and best Qualified Bid by June 28, 2001 (the "Proposed Purchaser"). Any Qualified Bidder objecting to the Proposed Purchaser will have until July 6, 2001 to object and enter a higher and better Qualified Bid. All bids topping the Proposed Purchaser must be at least $500,000 in excess of the Proposed Purchaser`s bid. In the event that the Company accepts or the Court approves another offer other than the Proposed Purchaser`s bid, the Company shall be obligated to pay to the Proposed Purchaser a cash break-up fee equal to 3% of the purchase price of the Proposed Purchaser. If the entity that makes the highest or best offer fails to consummate the purchase of assets, the offeror of the second highest or best bid will automatically be deemed to be the high bidder without further order of the Court. The Company estimates that the Sales Hearing to confirm the Proposed Purchaser will occur on July 11, 2001, with closing expected approximately 20 days thereafter. The following table summarizes the key dates of the Company`s Sale process: -- Bidder Due Diligence Period Now - June 22 -- Initial Bids Due June 22, 2001 -- Auction Process June 27, 2001 -- Selection Date of Proposed Purchaser June 28, 2001 -- Objection Deadline July 6, 2001 -- Sale Hearing July 11, 2001 -- Closing Late July About Pliant Systems Pliant Systems Inc. designs, manufactures and markets integrated multi-service access platforms for the telecommunications industry. The company provides competitive local exchange carriers and incumbent local exchange carriers with integrated access systems capable of delivering voice, data and video services over diverse network topologies. The company`s primary product, the Pliant 3000 Integrated Access Platform, is designed to relieve the strain on digital loop carrier systems caused by the Internet explosion, utilizing a distributed architecture to deliver traditional telephony and emerging high-bandwidth services deep into the access network. The company`s web site is www.pliantsystems.com. Pliant Systems can be reached: 4024 Stirrup Creek Drive, P.O. Box 13737, Research Triangle Park, NC 27709-3737; Telephone (919) 544-0015. This release contains forward-looking statements about the company`s performance. Forward-looking statements contained in this release include statements about the proposed sale of the Company`s assets. However, the outcome of forward-looking statements are beyond the ability of the company to control and in many cases could cause actual results to differ materially from those indicated by the forward-looking statements. The company`s Form 10-K, 10-Qs and other documents on file with the Securities and Exchange Commission identify important factors that could cause actual results to differ materially from those indicated by forward-looking statements. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future events or otherwise, unless required by law. CONTACT: Jefferies & Company, Inc. William Q. Derrough, 212/284-2521 derrough@jefco.com or Jefferies & Company, Inc. Kent Warner, 804/423-8210 kwarner@jefco.com or Jefferies & Company, Inc. Leo Chang, 212/284-2122 lchang@jefco.com URL: http://www.businesswire.com Today`s News On The Net - Business Wire`s full file on the Internet with Hyperlinks to your home page. Copyright (C) 2001 Business Wire. All rights reserved. Mfg MH |
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