, a subsidiary of
Vivendi Universal Publishing
, said Tuesday it will acquire
for roughly $140 million.
Berkeley, Calif.-based Flipside said it will pay $3 a share for all of Uproar's outstanding stock. That represents a significant premium over Uproar's recent trading levels of around $1.72 a share. Uproar has $80 million cash on its balance sheet, so the $140 million purchase price values the enterprise at $60 million.
The boards of both companies have approved the merger.
Flipside and Uproar, both of which operate interactive entertainment Web sites, expect the merged business to produce 2001 revenue of $70 million, including $30 million in "operating expense synergies." Flipside anticipates that the combined entity will be profitable by the end of the year.
Kenneth Cron, Uproar's chairman and chief executive, will serve as chief executive of Flipside. Emmanuel Schalit, Flipside's president and chief operating officer, will continue in his current role. The combined company have its headquarters in New York City.
Shares of Uproar jumped 94 cents, or 46.9%, to $2.94 in recent
trading, while Vivendi's shares fell 9 cents, or 0.12%, to $72.76 in recent
New York Stock Exchange