Head N.V. / Ad hoc: HEAD NV Announces a Conditional Offer to Buy
Back Shares in Head NV. . Processed and transmitted by NASDAQ OMX
Corporate Solutions. The issuer is solely responsible for the
content of this announcement.
NOT TO BE
RELEASED IN USA, CANADA, JAPAN OR AUSTRALIA
Amsterdam - 13th
December 2013 - Head NV (VSX: HEAD; U.S. OTC:HEDYY.PK) ("Head" or
"Company"), a leading global manufacturer and marketer of sports
equipment announced today that it has commenced a cash Offer to
repurchase up to 22,429,265 Shares of its share capital at a price
of €1.90 per Share.
The Offer is contingent upon the
acceptance by shareholders representing at least 19,214,042 Shares,
although Head has the right to waive this contingency. The Offer
will expire at 5pm CET on December 20, 2013, unless extended by
Head.
Certain Shareholders representing
more than ten million of the outstanding Shares of the Company have
communicated their support for this Offer.
Should the Offer be successful, 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 Offer will be paid for out of
cash reserves of the Company.
On an ongoing basis, starting on
December 16, 2013, Head shall publish on its website (www.head.com)
the number of Declarations of Acceptance received for the Shares to
be repurchased. On December 27, 2013, Head will announce how many
Declarations from shareholders to accept the Offer have been
received. If Declarations for Shares in an amount less than
19,214,042 have been received, Head will also announce whether the
Offer Period will be extended, whether Head nevertheless decides to
repurchase those Shares, or whether Head withdraws from the
Offer.
Full details of the Offer, including
a number of terms and conditions, are contained in the "Conditional
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 "Conditional 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.
Restrictions
The 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 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. 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 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").
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
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
Shares:
ISIN: NL0000238301
Stock Market: Official Market of the Vienna Stock Exchange
PR Offer Buy Back Shares
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
HUG#1749737
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