NOT TO BE RELEASED IN USA, CANADA, JAPAN OR AUSTRALIA
Amsterdam - 28th March 2014 - Head NV (VSX: HEAD; U.S. OTC:HEDYY.PK) ("Head" or "Company"), a leading global manufacturer and marketer of sports equipment, announced an Unconditional Offer to Buy Back Shares in Head NV at €1.60 per Share.
During the tender process of the Conditional Offer, many shareholders expressed an interest in selling their Shares and Head continues to wish to purchase Shares. However, as the required number of Shares of 19,214,042 was not met, Head is making an Unconditional Offer to buy back Shares at €1.60 per Share.
Certain Shareholders representing more than ten million of the outstanding Shares of the Company have communicated their support for this Unconditional Offer.
The Unconditional Offer will commence on the 31st March 2014, and expires at 5pm CET on 17th April 2014, and will not be extended, or amended, by Head. The Depositary Bank will forward the Declarations of Acceptances for the Unconditional Offer to the Paying and Receiving Agent no later than April 22nd, 2014, 4pm CET.
Payment of the purchase price by the Paying and Receiving Agent to the Seller will be made on the following dates: 4th April 2014, 11th April 2014 and 24th April 2014. All Declarations of Acceptances for the Unconditional Offer will be paid out at the first possible payment date following receipt by the Paying and Receiving Agent.
Head shall publish on its website (www.head.com) the number of Declarations of Acceptances received for the Shares to be repurchased on the 2nd April 2014, 9th April 2014 and the 17th April 2014 with the final number being published by the 22nd April, 2014.
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 addition, the Company may initiate procedures which would result in the termination of the listing of the Shares at the Vienna Stock Exchange and any shareholder that decides not to sell at this point should realise that there may be no trading platform, nor even any selling opportunity in the future. These procedures 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 where the price paid can differ significantly from the buyback price offered now.
The Unconditional Offer will be paid for out of the cash reserves of the Company.
Full details of the Unconditional 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. 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 NV`s Shares.
The Unconditional Offer is not made in or into any jurisdictions where it is unlawful to do so. The Company may not be held liable for offers from, or on behalf of, holders of the Shares in any jurisdiction in which the making of the Unconditional 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 Unconditional Offer must observe legal restrictions in force locally. Non-compliance with legal restrictions may constitute a breach of applicable laws and regulations. The Company shall not 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 Unconditional Offer.
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").
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) and Mares (diving equipment) 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
Gunter Hagspiel, Chief Financial Officer
Tel: +43 5574 608
Fax: +43 5574 608 130
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.
Prins Bernhardplein 200,
1097 JB Amsterdam
Stock Market: Official Market of the Vienna Stock Exchange
Market: SIX Swiss Exchange
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Head N.V. via GlobeNewswire