Online Power Supply Announces Shareholder Rights Plan

Apr 25, 2001, 01:00 ET from OnLine Power Supply, Inc.

    DENVER, April 25 /PRNewswire/ -- OnLine Power Supply, Inc.
 (OTC Bulletin Board:   OPWR) today announced that its Board of Directors has
 adopted a Shareholder Rights Plan under which OnLine Power shareholders will
 receive preferred stock purchase rights to protect them in the event of an
 unfair takeover attempt.
     Kris Budinger, president and CEO, said the move was designed to discourage
 a hostile takeover bid during a period when the value of OnLine Power's
 publicly traded stock does not accurately reflect the company's technology
 base and prospects for growth and profitability.
     "This Rights Agreement, which is similar to rights agreements being
 implemented by public companies throughout the United States, ensures that
 OnLine Power and its shareholders will be protected from abusive takeover
 tactics geared toward paying less than fair market value," Budinger said.
 "With this plan in place, OnLine Power's shareholders are assured that any
 individual or organization seeking control of the company will have to meet
 and bargain in good faith with the company's Board of Directors.  This way,
 the Board can ensure that any proposed acquisition of OnLine Power would be at
 a price that is in the best interests of shareholders."
     Budinger said the Rights are automatically triggered upon the declared
 intent to purchase, or the actual purchase, by a third party of a 15% or
 greater beneficial ownership of the company's voting stock.  Once triggered,
 shareholders of common stock would be able to essentially double their
 holdings at a price that is approximately one-half of the then current market
 price of the stock.  Conversely, in the event of a legitimate offer to
 purchase all of the outstanding shares of OnLine Power, the Board of Directors
 is authorized to redeem the Rights, clearing the way for such an acquisition.
     Under the Shareholder Rights Plan, no action on the part of OnLine Power
 shareholders is required.  Rather, shareholders of record as of April 25,
 2001, automatically qualify for the rights by virtue of their stock ownership.
 In addition, such rights would attach to all future owners of common stock.
     Investors seeking detailed information on the Shareholder Rights Plan are
 encouraged to review Form 8-A, which was filed with the Securities and
 Exchange Commission on April 25, 2001, and which is accessible via the SEC's
 public database at www.FreeEdgar.com
 
     OnLine Power Supply, headquartered in Englewood, Colorado, develops,
 manufactures and markets AC to DC power conversion products and supplies for
 telecommunications, data communications, networking and industrial
 applications.  For additional information, visit www.onlinepowersupply.com, or
 call 800-445-4824.
 
     Except for the historical information, all of the information which is
 contained in this press release constitute forward-looking statements within
 the meaning of Section 27A of the 1933 Act and Section 21E of the Securities
 Exchange Act of 1934. Specifically, all statements regarding our business
 strategy and plans and objectives of management for future operations are
 forward-looking statements.  These forward-looking statements are based on the
 beliefs of management, as well as assumptions made by and information
 currently available to management.  These statements involve known and unknown
 risks, including the risks resulting from economic and market conditions,
 accurately forecasting operating and capital expenditures and capital needs,
 successful anticipation of competition which may not yet be fully developed,
 the uncertainties of litigation, and other business conditions.  The use of
 the words confident, prove, anticipate, believe, estimate, expect, may, will,
 continue, and intend and similar words or phrases are intended by us to
 identify forward-looking statements (also known as cautionary statements).
 These statements reflect our current views with respect to future events.
 They are subject to the realization in fact of assumptions, but what we now
 think will happen may turn out to be inaccurate or incomplete.  Our actual
 operating results and financial performance may prove to be very different
 from what we now predict or anticipate.  Although we believe that our
 expectations are reasonable, we cannot assure you that our expectations will
 prove to be correct.  Based on changing conditions, should any one or more of
 these risks materialize, or should any of our underlying assumptions prove
 incorrect, actual results may vary substantially from what we now anticipate,
 believe, estimate, expect or intend.  All subsequent written and oral
 forward-looking statements attributable to us are expressly qualified in their
 entirety by these cautionary statements.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X78607376
 
 

SOURCE OnLine Power Supply, Inc.
    DENVER, April 25 /PRNewswire/ -- OnLine Power Supply, Inc.
 (OTC Bulletin Board:   OPWR) today announced that its Board of Directors has
 adopted a Shareholder Rights Plan under which OnLine Power shareholders will
 receive preferred stock purchase rights to protect them in the event of an
 unfair takeover attempt.
     Kris Budinger, president and CEO, said the move was designed to discourage
 a hostile takeover bid during a period when the value of OnLine Power's
 publicly traded stock does not accurately reflect the company's technology
 base and prospects for growth and profitability.
     "This Rights Agreement, which is similar to rights agreements being
 implemented by public companies throughout the United States, ensures that
 OnLine Power and its shareholders will be protected from abusive takeover
 tactics geared toward paying less than fair market value," Budinger said.
 "With this plan in place, OnLine Power's shareholders are assured that any
 individual or organization seeking control of the company will have to meet
 and bargain in good faith with the company's Board of Directors.  This way,
 the Board can ensure that any proposed acquisition of OnLine Power would be at
 a price that is in the best interests of shareholders."
     Budinger said the Rights are automatically triggered upon the declared
 intent to purchase, or the actual purchase, by a third party of a 15% or
 greater beneficial ownership of the company's voting stock.  Once triggered,
 shareholders of common stock would be able to essentially double their
 holdings at a price that is approximately one-half of the then current market
 price of the stock.  Conversely, in the event of a legitimate offer to
 purchase all of the outstanding shares of OnLine Power, the Board of Directors
 is authorized to redeem the Rights, clearing the way for such an acquisition.
     Under the Shareholder Rights Plan, no action on the part of OnLine Power
 shareholders is required.  Rather, shareholders of record as of April 25,
 2001, automatically qualify for the rights by virtue of their stock ownership.
 In addition, such rights would attach to all future owners of common stock.
     Investors seeking detailed information on the Shareholder Rights Plan are
 encouraged to review Form 8-A, which was filed with the Securities and
 Exchange Commission on April 25, 2001, and which is accessible via the SEC's
 public database at www.FreeEdgar.com
 
     OnLine Power Supply, headquartered in Englewood, Colorado, develops,
 manufactures and markets AC to DC power conversion products and supplies for
 telecommunications, data communications, networking and industrial
 applications.  For additional information, visit www.onlinepowersupply.com, or
 call 800-445-4824.
 
     Except for the historical information, all of the information which is
 contained in this press release constitute forward-looking statements within
 the meaning of Section 27A of the 1933 Act and Section 21E of the Securities
 Exchange Act of 1934. Specifically, all statements regarding our business
 strategy and plans and objectives of management for future operations are
 forward-looking statements.  These forward-looking statements are based on the
 beliefs of management, as well as assumptions made by and information
 currently available to management.  These statements involve known and unknown
 risks, including the risks resulting from economic and market conditions,
 accurately forecasting operating and capital expenditures and capital needs,
 successful anticipation of competition which may not yet be fully developed,
 the uncertainties of litigation, and other business conditions.  The use of
 the words confident, prove, anticipate, believe, estimate, expect, may, will,
 continue, and intend and similar words or phrases are intended by us to
 identify forward-looking statements (also known as cautionary statements).
 These statements reflect our current views with respect to future events.
 They are subject to the realization in fact of assumptions, but what we now
 think will happen may turn out to be inaccurate or incomplete.  Our actual
 operating results and financial performance may prove to be very different
 from what we now predict or anticipate.  Although we believe that our
 expectations are reasonable, we cannot assure you that our expectations will
 prove to be correct.  Based on changing conditions, should any one or more of
 these risks materialize, or should any of our underlying assumptions prove
 incorrect, actual results may vary substantially from what we now anticipate,
 believe, estimate, expect or intend.  All subsequent written and oral
 forward-looking statements attributable to us are expressly qualified in their
 entirety by these cautionary statements.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X78607376
 
 SOURCE  OnLine Power Supply, Inc.