Head N.V. / Ad hoc: HEAD NV Announces an Unconditional 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 - 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.
Restrictions
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.
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
Bond:
ISIN: CH0222437011
Market: SIX Swiss Exchange
PR_Unconditional_Offer_Buy_Back_Shares_March_2014
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#1772484
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