Head N.V. / Ad hoc: HEAD NV Announces a General Meeting in relation to Head's Listing on the Vienna Stock Exchange and 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 USA, CANADA, JAPAN OR AUSTRALIA
Amsterdam - 9th October 2014 - Head NV (VSX: HEAD; U.S. OTC:HEDYY.PK) ("Head" or "Company"), a leading global manufacturer and marketer of sports equipment, today calls a general meeting of shareholders in relation to Company's listing on the Vienna Stock Exchange ("VSE") and announces an Unconditional Offer to buy back Shares in Head at €1.60 per Share (the "Offer").
Head has been informed by the VSE that the registered share capital of Head is below the statutory requirement of the Stock Exchange Act and that the listing has to be withdrawn if one of the listing requirements falls away subsequent to the listing unless cured by the issuer.
The Company is given until the end of the year to increase its registered (i.e. nominal) share capital in order to comply with the listing requirements.
The Company can increase the registered share capital at the expense of the reserves of the Company by an amendment of the articles of association of the Company. This requires a majority vote by the shareholders. The Company will propose this resolution at a general meeting of shareholders on the 3rd December 2014.
However, as there is no certainty as to the outcome of this shareholder vote (with the delisting from the VSE being a potential consequence) Head simultaneously announces an Offer to buy back Shares in Head at a price above the recent average trading price on the VSE in order to offer its shareholders the ability to exit their investment notwithstanding the likely impact on the share price of a further decrease in liquidity of the Company's Shares on, and/or an entire delisting from, the VSE.
The Offer is made irrespective whether the VSE delists Head or not. There can be no assurance as to VSE's future actions. The purpose of the Offer is to enable shareholders to sell their Shares in the absence of a substantial exit opportunity via the VSE.
The Offer price represents a premium of 23% to the share price of 8th October 2014. The Offer will commence on the 10th October 2014, and expires at 5pm CET on the 31st October 2014, and will not be extended or amended by Head.
The Depositary Bank will forward the Declarations of Acceptances for the Offer to the Paying and Receiving Agent no later than 5th November 2014, 4pm CET.
Payment of the purchase price by the Paying and Receiving Agent to the Seller will be made on the 7th November 2014.
Head shall publish on its website (www.head.com (http://www.head.com)) the number of Declarations of Acceptances received for the Shares to be repurchased on the 5th November 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 deciding whether or not to tender their Shares, shareholders should take into account that the listing of the Shares at the VSE may be terminated. Any shareholder that decides not to sell at this point should realise that there may be no trading platform and therefore nearly no selling opportunity in the future. Even if the listing on the VSE is continued (because the general meeting votes in favour of the share capital increase, or because the VSE decides not to delist regardless of the shareholder vote), the Company may still decide in the future to seek a delisting via other procedures. 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, transformation into a corporate form unable of being listed 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 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 (http://www.head.com/corporate/investors/news.php)). 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.
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.
A general meeting of shareholders of Head NV will be held on the 3rd December 2014 at 2pm (local time) at the Sheraton Amsterdam Airport Hotel, Schiphol Boulevard 101, 1118 BG Amsterdam, The Netherlands.
Details concerning the agenda, the right to attend, and how to exercise rights at the general meeting are available on our website: http://www.head.com/corporate/investors/agm_summary.php (http://www.head.com/corporate/investors/agm_summary.php)
The general meeting will not be open to members of the general public.
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 and SSI (diving) brands.
For more information, please visit our website: www.head.com (http://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 (mailto:Investor-Relations@head.com)
Gunter Hagspiel, Chief Financial Officer
Tel: +43 5574 608
Fax: +43 5574 608 130
E-mail: g.hagspiel@head.com (mailto: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
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
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Head N.V.
Prins Bernhardplein 200 Amsterdam The Netherlands
WKN: 577203 ;ISIN: NL0000238301;
