NOT TO BE RELEASED IN CANADA, JAPAN OR AUSTRALIA
AMSTERDAM, The Netherlands, March 17, 2015 (GLOBE NEWSWIRE) -- Head NV (VSX: HEAD; U.S. OTC:HEDYY.PK) ("Head" or "Company"), a leading global manufacturer and marketer of sports equipment, today announces an Unconditional Offer to buy back any and all of its shares in bearer form (ISIN NL0000238301/Common Code 011726194) (the "Bearer Shares") at EUR 1.10 per Bearer Share and its shares in registered form (ISIN US4220701027/ CUSIP 422070102) (the "New York Shares") at USD 1.16 per New York Share (the "Offer").
The purpose of the Offer is to enable minority shareholders, who now only hold 2.95% of Head NV's issued shares, to sell their Shares due to the withdrawal of the listing from the Vienna Stock Exchange (VSE) as announced in our press release on February 16, 2015 and the proposed conversion of "Head NV", a public company under Dutch Law (naamloze vennootschap) into a private limited liability company under Dutch Law, "Head BV" (besloten vennootschap met beperkte aansprakelijkheid). The details of the conversion to "Head BV" to be proposed to the Annual General Meeting on April 28, 2015 can be found in our press release dated March 17, 2015.
The Offer will commence on March 17, 2015, and expires at 11pm CET (5pm New York Time) on April 13, 2015, unless extended by the Company.
There are no withdrawal rights in connection with the Offer. During the Offer Period the Declaration of Acceptance may not be revoked nor may tendered New York Shares be withdrawn.
Payment of the purchase price to the Seller will be made on or about April 16, 2015.
Head shall publish on its website (www.head.com) the number of Shares to be repurchased on or around April 15, 2015.
Should Shares under the Offer be accepted, the number of shareholders and the number of Shares that might otherwise trade publicly will reduce and this could affect the liquidity and the market value of the Shares not tendered. In deciding whether or not to tender their Shares, shareholders should take into account that, as announced by Head on February 16 2015, the listing of the Shares on the Vienna Stock Exchange will be terminated as of March 31 2015. Head further intends to convert its corporate form under Dutch law to a private limited company ("besloten vennootschap" or "BV") following completion of the Offer. Following the Company's conversion to a BV, any share transfers of registered Shares on the Dutch share register may involve an onerous process that may adversely affect the market for the Shares. These measures taken together may greatly reduce the liquidity of the Shares, which could materially and adversely affect the price at which shareholders may be able to sell their Shares. Any shareholder that decides not to accept the Offer should realise that there will be no trading platform and therefore nearly no selling opportunity in the future. Head may also pursue other procedures to simplify its company structure that may include any of a wide variety of legal restructuring methods, such as a statutory merger, spinoff, demerger, reverse stock split, cancellation of share capital, or asset sale followed by liquidation, without there being any opportunity for shareholders to receive cash or liquid Shares. Shareholders should also consider the possibility of statutory squeeze-out proceedings under Dutch law.
The Offer will be paid for out of the cash reserves of the Company.
Full details of the Offer, including a number of terms and conditions, are contained in the "Unconditional Offer to Buy Back Shares" document which can be found on our website (http://www.head.com/corporate/investors/news.php). Holders of New York Shares can request a copy of the letter of transmittal from the Information Agent (as set out below). All capitalised words used in this press release have the meaning ascribed to them in the "Unconditional Offer to Buy Back Shares" document.
This press release is for information purposes only and is not an offer to buy Head's Shares.
The Information Agent for the unconditional offer is:
D.F.King & Co, Inc.
48 Wall Street - 22nd Floor
New York, New York 10005
Banks and Brokers call: (001) 212 269 5550
All other calls: (001) 866 745 0272
Email: headnv@dfking.com
Restrictions:
The Offer is not made in or into any jurisdictions where it is unlawful to do so. Neither the Company nor any of its agents may be held liable for tenders made by, or on behalf of, holders of the Shares in any jurisdiction in which the making of the Offer is not in compliance with the laws or regulations of such jurisdiction or would require any registration or filing with any regulatory authority. Persons having obtained any document relating to the Offer must observe legal restrictions in force locally. Non-compliance with legal restrictions may constitute a breach of applicable laws and regulations. Neither the Company nor any of its agents shall have any liability in the event of any breach of the applicable legal restrictions. Shareholders are requested to consult their independent tax advisors regarding the tax consequences of tendering into the Offer.
About Head
HEAD NV is a leading global manufacturer and marketer of premium sports equipment and apparel.
HEAD NV's ordinary shares are listed on the Vienna Stock Exchange ("HEAD") until 31st March 2015.
Our business is organized into five divisions: Winter Sports, Racquet Sports, Diving, Sportswear and Licensing. We sell products under the HEAD (alpine skis, ski bindings, ski boots, snowboard and protection products, tennis, racquetball, paddle and squash racquets, tennis balls and tennis footwear, sportswear and swimming products), Penn (tennis balls and racquetball balls), Tyrolia (ski bindings), Mares and SSI (diving) brands.
For more information, please visit our website: www.head.com.
Analysts, investors, media and others seeking financial and general information, please contact:
Clare Vincent, Investor Relations
Tel: +44 207 499 7800
Fax: +44 207 491 7725
E-mail: Investor-Relations@head.com
Gunter Hagspiel, Chief Financial Officer
Tel: +43 5574 608
Fax: +43 5574 608 130
E-mail: g.hagspiel@head.com
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references to assumptions, as they relate to Head NV, its management or third parties, identify forward-looking statements. Forward-Looking statements include statements regarding Head NV's business strategy, financial condition, results of operations, and market data, as well as any other statements that are not historical facts. These statements reflect beliefs of Head NV's management as well as assumptions made by its management and information currently available to Head NV. Although Head NV believes that these beliefs and assumptions are reasonable, the statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These Factors include, but are not limited to, the following: global economic turmoil, weather and other factors beyond our control, competitive pressures and trends in the sporting goods industry, our ability to implement our business strategy, our liquidity and capital expenditures, our ability to obtain financing, our ability to compete, including internationally, our ability to introduce new and innovative products, legal proceedings and regulatory matters, our ability to fund our future capital needs, and general economic conditions. These factors, risks and uncertainties expressly qualify all subsequent oral and written forward-looking statements attributable to Head NV or persons acting on its behalf.
Head NV
Prins Bernhardplein 200,
1097 JB Amsterdam
Bearer Shares:
ISIN: NL0000238301
Common Code 011726194
Stock Market: Official Market of the Vienna Stock Exchange until 31st March 2015
New York Shares:
ISIN: US4220701027
CUSIP: 422070102
Bond:
ISIN: CH0222437011
Market: SIX Swiss Exchange
HEAD NV Announces an Unconditional Offer to Buy Back Shares http://hugin.info/133711/R/1904000/677264.pdf
HUG#1904000