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Uproar Inc.
000 xxxx 00xx xxxxxx, 00xx xxxxx
xxx xxxx, xx 00000
February 16, 2001
Dear Stockholder:
As you may know, Uproar Inc. (the "Company") has entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Flipside, Inc. and Flipside
Acquisition Corporation, its wholly owned subsidiary, pursuant to which Flipside
Acquisition Corporation has today commenced a cash tender offer (the "Offer") to
purchase all of the outstanding shares (the "Shares") of common stock of the
Company at a cash price of $3.00 per Share, without interest. Under the Merger
Agreement, the Offer will be followed by a merger (the "Merger"), in which any
remaining Shares will be converted into the right to receive $3.00 per Share.
YOUR BOARD HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER AND DETERMINED
THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS. THE BOARD ALSO RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS TENDER THEIR SHARES PURSUANT TO THE OFFER AND VOTE TO APPROVE THE
MERGER.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed Schedule 14D-9. Included as an exhibit to
the Schedule 14D-9 is the written opinion, dated February 5, 2001, of Xxxxxxx
Xxxxx Xxxxxx Inc., the Company's financial advisor, to the effect that, as of
the date of such opinion and based upon and subject to certain matters stated in
such opinion, the $3.00 per Share cash consideration to be received in the Offer
and Merger by the holders of Shares (other than Flipside, Inc. and its
affiliates) was fair, from a financial point of view, to such holders.
In addition to the attached Schedule 14D-9, also enclosed are the Offer to
Purchase, dated February 16, 2001, and related materials, including a Letter of
Transmittal, to be used for tendering your Shares in the Offer. These documents
state the terms and conditions of the Offer and the Merger and provide
instructions on how to tender your Shares. We urge you to read these documents
carefully and encourage you to tender your Shares pursuant to the Offer.
On behalf of the Board of Directors,
/s/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx
Chairman and Chief Executive Officer
Enclosures
