Black Rock Acquisition Successfully Completes Privately Negotiated Purchases of Shares of Obsidian Enterprises, Inc.; Going Priv
January 30 2006 - 4:25PM
PR Newswire (US)
INDIANAPOLIS, Jan. 30 /PRNewswire-FirstCall/ -- Black Rock
Acquisition Corp. announced today that it has successfully acquired
90.08% of the outstanding shares of Obsidian Enterprises, Inc.
(OTC:OBDE) (BULLETIN BOARD: OBDE) . As previously disclosed by
Black Rock in filings made with the U.S. Securities and Exchange
Commission, Black Rock is an entity formed by Timothy S. Durham,
Obsidian's Chairman and Chief Executive Officer, Terry G.
Whitesell, Obsidian's President and Chief Operating Officer, and
Jeffrey W. Osler, Obsidian's Senior Executive Vice President, for
the purpose of taking Obsidian private. Black Rock acquired 77.29%
of the outstanding shares of Obsidian common stock through
contributions of those shares by Messrs. Durham, Whitesell and
Osler (and entities controlled by them) in exchange for shares of
Black Rock common stock. Black Rock acquired an additional 12.79%
of the outstanding shares of Obsidian common stock in privately
negotiated purchases with other Obsidian shareholders. These
privately negotiated purchases were made at prices of $1.85 per
share or in exchange for shares of Black Rock common stock, at the
option of the seller. As the owner of over 90% of Obsidian's
outstanding shares, Black Rock is entitled to merge with Obsidian
without the need for a vote of Obsidian's shareholders. Black Rock
expects to complete this merger on or about March 6, 2006. Obsidian
shareholders who did not sell or contribute their shares to Black
Rock will be entitled to receive a cash payment of $1.85 per share.
Forms and instructions for obtaining payment of the merger
consideration will be distributed shortly following the
consummation of the merger. As a result of the merger, shares of
Obsidian common stock will be held of record by fewer than 300
shareholders and Messrs. Durham, Whitesell and Osler intend to
cause Obsidian to terminate the registration of its common stock
under the Securities Exchange Act of 1934 and become a private
company. Additional Information Black Rock and its controlling
shareholders have made various filings with the SEC, including
filings on Schedule 13D and Schedule 13E-3, which include important
information regarding the going private transaction. Investors are
encouraged to review these documents carefully, at the website of
the SEC at http://www.sec.gov/ . You may also read and copy the
December 19, 2005 transaction statement at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C.
20549. You may also receive copies of the December 19, 2005
transaction statement upon payment of a duplicating fee by writing
to the SEC's Public Reference Room. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room
in Washington, D.C. and other locations. Forward Looking Statements
This document contains certain forward-looking statements about
Black Rock, Obsidian, the merger and the going private transaction.
When used in this press release, words such as "expects,"
"intends," "may," "can," and similar expressions as they relate to
Black Rock, Obsidian, the merger or the going private transaction
are intended to identify those assertions as forward-looking
statements. In making any such statements, the person making them
believes that its expectations are based on reasonable assumptions;
however, any such statement may be influenced by factors that could
cause actual outcomes and results to be materially different from
those projected or anticipated. These forward-looking statements
are subject to numerous risks and uncertainties, some of which are
beyond the control of Black Rock or Obsidian. DATASOURCE: Obsidian
Enterprises, Inc. CONTACT: Rick Snow, EVP and CFO of Obsidian
Enterprises, Inc., +1-317-237-4122
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