Head N.V. / Ad hoc: HEAD NV Announces an Unconditional Offer to
Buy Back Shares . Processed and transmitted by NASDAQ OMX Corporate
Solutions. The issuer is solely responsible for the content of this
announcement.
NOT TO BE RELEASED
IN CANADA, JAPAN OR AUSTRALIA
Press
Release
HEAD NV Announces an
Unconditional Offer to Buy Back Shares
Amsterdam -March 17, 2015 - 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withdrawn.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
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#1904000
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