OnLine Power Supply (fka OPWR)

[jmhollen]

Online Power Supply Announces Shareholder Rights Plan

DENVER, Apr 25, 2001 /PRNewswire via COMTEX/ -- 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.

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SOURCE OnLine Power Supply, Inc.

CONTACT: Kris Budinger, CEO of OnLine Power Supply, Inc., 303-741-5641,
 [e-mail]; Jay Pfeiffer or John Dowdy, [e-mail], both
 of Pfeiffer High Public Relations, Inc., 303-393-7044, for OnLine Power
 Supply, Inc.

URL: http://www.FreeEdgar.com
 http://www.onlinepowersupply.com