OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
UPROAR INC.
BY
FLIPSIDE ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
FLIPSIDE, INC.
-------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK CITY TIME, ON FRIDAY, MARCH 16, 2001, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
February 16, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Flipside Acquisition Corporation (the "Purchaser"), a Delaware corporation
and wholly owned subsidiary of Flipside, Inc. ("Flipside"), has commenced an
offer to purchase all outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Uproar Inc., a Delaware corporation (the "Company"), at
a purchase price of $3.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated February 16, 2001 (the "Offer to Purchase") and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") enclosed herewith.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver all other
required documents to Mellon Investor Services LLC (the "Depositary") prior to
the Expiration Date (as defined in the Offer to Purchase) must tender their
Shares according to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date 27,966,590 Shares. The
Offer is also subject to other conditions. See Section 15 of the Offer to
Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
1. Offer to Purchase dated February 16, 2001;
2. Letter of Transmittal for your use in accepting the Offer and tendering
Shares and for the information of your clients (manually signed facsimile
copies of the Letter of Transmittal may be used to tender Shares);
3. Notice of Guaranteed Delivery to be used to accept the Offer if Share
Certificates are not immediately available or if such certificates and
all other required documents cannot be delivered to the Depositary by the
Expiration Date (as defined in the Offer to Purchase);
4. A printed form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such client's instructions
with regard to the Offer;
5. The letter to stockholders of the Company from Xxxxxxx Xxxx, the Chief
Executive Officer of the Company, accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company, which includes the
recommendation of the Board of Directors of the Company (the "Board of
Directors") that stockholders accept the Offer and tender their Shares to
the Purchaser pursuant to the Offer; and
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
The Board of Directors (i) determined that the terms of the Offer and the
Merger are fair to and in the best interests of the stockholders of the Company,
(ii) approved and adopted the Merger Agreement (as defined below) and the
transactions contemplated thereby, including the Offer and the Merger (as
defined below), and (iii) unanimously recommends that the Company's stockholders
accept the Offer and tender their Shares pursuant to the Offer and approve and
adopt the Merger Agreement.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of February 5, 2001 (the "Merger Agreement"), among Flipside, the Purchaser,
and the Company. The Merger Agreement provides for, among other things, the
making of the Offer by the Purchaser, and further provides that the Purchaser
will be merged with and into the Company (the "Merger") as soon as practicable
following the satisfaction or waiver of each of the conditions to the Merger set
forth in the Merger Agreement. Following the Merger, the Company will continue
as the surviving corporation, wholly owned by Flipside, and the separate
corporate existence of the Purchaser will cease.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of the Shares, and other required documents should be sent
to the Depositary and (ii) either Share Certificates representing the tendered
Shares should be delivered to the Depositary, or such Shares should be tendered
by book-entry transfer into the Depositary's account maintained at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase), all in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents prior to the
Expiration Date or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Depositary and the Information Agent as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse you for
customary mailing and handling costs incurred by you in forwarding the enclosed
materials to your customers.
The Purchaser will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
TIME, ON FRIDAY, MARCH 16, 2001, UNLESS THE OFFER IS EXTENDED.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent at the address and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
/s/ XXXXX XXXXXXXXX
Xxxxx Xxxxxxxxx
Secretary
Flipside Acquisition Corporation
a wholly owned subsidiary of
Flipside, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF FLIPSIDE, THE PURCHASER, THE COMPANY, THE
INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
