Ad-hoc: HEAD N.V. and HTM Sport- und Freizeitgeräte AG ("HTM"), a
Subsidiary of HEAD N.V., Announce
(Thomson Reuters ONE) - Exchange OfferAmsterdam - July 30, 2009 - HEAD (VSX: HEAD, U.S. OTC: HEDYY.PK), aleading global manufacturer and marketer of sports equipment, andHTM, a subsidiary of Head N.V., announced today the improved terms ofthe private exchange offer (the "Exchange Offer"), to exchange HTM'soutstanding ?135,000,000 8½% Senior Notes due 2014 (the "ExistingNotes"). The private offer is not being made to all holders ofExisting Notes, but exclusively to certain holders as furtherspecified below.The consideration for the Exchange Offer has been increased to?510.625 aggregate principal amount of HTM's newly issued securednotes (the "Secured Notes") and 262.372 Head N.V. ordinary shares foreach ?1,000 principal amount of Existing Notes exchanged. TheExchange Offer is conditional upon the receipt of valid tenders andconsents representing at least ?96,752,000 in aggregate principalamount of Existing Notes, among other conditions.Holders who have tendered Existing Notes prior to July 30, 2009 andwho do not re-tender their Existing Notes prior to the expirationdate for the Exchange Offer will be deemed not to have accepted theExchange Offer and will retain their Existing Notes.Up to 29,864,512 ordinary shares (the "Offered Shares") will beissued to holders of Existing Notes, assuming 100% participation inthe Exchange Offer by holders of the Existing Notes other than HeadSport GmbH, representing approximately 29.999% of Head N.V.'s issuedordinary shares on a fully-diluted basis following completion of theExchange Offer and the issuance of ordinary shares to Head SportsHolding N.V. and its shareholders in consideration for the guaranteeundertaking described below.By tendering their Existing Notes, holders will consent to forfeitany interest accrued thereon from and including February 2, 2009 upto and including August 1, 2009, subject to completion of theExchange Offer.In order to facilitate the settlement of the Exchange Offer and inaccordance with the terms of the Exchange Offer, HTM does not intendto make the interest payment in respect of the Existing Notes that isdue on August 1, 2009 until after the settlement date for theExchange Offer (the "Settlement Date") which is expected to be on orabout August 19, 2009. HTM will make this interest payment promptlyfollowing the Settlement Date (other than to holders of ExistingNotes that have tendered their Existing Notes in the Exchange Offer)and in any event prior to the expiration of the applicable graceperiod provided in the indenture governing the Existing Notes (the"Existing Indenture").The Existing Notes were, and the Secured Notes will be, issued byHTM. The Secured Notes will be jointly and severally guaranteed byHead N.V. and Head Holding Unternehmensbeteiligung GmbH, HTM'sindirect and direct parent companies, respectively, and certain ofHTM's subsidiaries, and will be secured by pledges or charges, asapplicable, over certain inventory and trade receivables of HTM andcertain subsidiaries of HTM, and cash under certain circumstances.The Secured Notes will mature on August 1, 2012, subject to HTM'sright to extend the maturity date to February 1, 2014 upon payment ofan extension fee equal to 1% of the aggregate principal amount of theSecured Notes then outstanding.Interest on the Secured Notes will be payable on February 1 andAugust 1 of each year, beginning on February 1, 2010. HTM may, atits option, elect to pay interest on the Secured Notes (a) at therate of 10% per annum in cash; or (b) at the rate of (i) 8.5% perannum in cash and (ii) 3.5% per annum through the issuance ofpayment-in-kind notes.The Secured Notes will be issued in minimum denominations of ?1,000and integral multiples thereof.Concurrently with the Exchange Offer, HTM is also soliciting consents(the "Consent Solicitation"), from holders of Existing Notes tocertain proposed amendments (the "Proposed Amendments") to theExisting Indenture. All tenders of Existing Notes which aresubmitted will be deemed to be consents to the Proposed Amendments asa whole. The Proposed Amendments will reduce the protectionsafforded to holders of the Existing Notes by (i) eliminatingsubstantially all of the covenants in the Existing Indenturegoverning the actions of the Issuer and its restricted subsidiaries(ii) eliminating or modifying certain events of default and (iii)modifying Mares S.p.A.'s guarantee of the Existing Notes. Thesupplemental indenture (the "Supplemental Indenture") giving effectto the Proposed Amendments is expected to be executed on theSettlement Date, subject to the consent of holders of not less than amajority of the outstanding (determined in accordance with theExisting Indenture) aggregate principal amount of the Existing Noteshaving validly consented to the Proposed Amendments. The ProposedAmendments will become effective and operative upon execution of theSupplemental Indenture.Head N.V. and HTM are further extending the expiration date of theExchange Offer until 5:00 p.m., London time, on August 12, 2009. Theexpiration date was previously 5:00 p.m., London time, on July 31,2009. As a result, the Settlement Date is expected to be postponedfrom August 6, 2009 to August 19, 2009. Lucid Issuer ServicesLimited, the exchange, information and tabulation agent in connectionwith the Exchange Offer, has informed us that as at 5:00 pm, Londontime on July 29, 2009, approximately ?6.6 million in aggregateprincipal amount of the Existing Notes had been validly tendered inthe Exchange Offer.The Exchange Offer is being made within the United States only to"qualified institutional buyers" as that term is defined in Rule 144Aunder the Securities Act of 1933, as amended (the "Securities Act")and to persons located outside of the United States and who would beparticipating in any transaction in accordance with Regulation S.The Secured Notes and the Offered Shares have not been and will notbe registered under the Securities Act and may not be offered or soldin the United States absent an applicable exemption from registrationrequirements. This press release does not constitute an offer tosell or the solicitation of an offer to buy Existing Notes, SecuredNotes or Offered Shares in any jurisdiction in which such an offer orsale would be unlawful.The Exchange Offer is not being made and will not be made, directlyor indirectly, in or into the Republic of Italy, whether by mail orby any means or other instrument (including, without limitation,telephonically or electronically) or any facility of a nationalsecurities exchange publicly or privately available in the Republicof Italy.HTM's obligation to accept any Existing Notes tendered and to pay theapplicable consideration for them is set forth solely in the offeringcircular dated April 21, 2009, as supplemented by the firstsupplement thereto dated May 7, 2009 and the second supplementthereto dated July 30, 2009 (the "Offering Circular"). The ExchangeOffer is made only by, and pursuant to, the terms set forth in theOffering Circular, and the information in this press release isqualified by reference to the Offering Circular. Subject toapplicable law, Head N.V. and HTM may amend, extend or terminate theExchange Offer.An application will be made to admit the Secured Notes to listing onthe Official list of the Luxembourg Stock Exchange and to trading onthe Euro MTF Market of that exchange and to admit the Offered Sharesto trading on the Vienna Stock Exchange.In connection with the Exchange Offer, on July 30, 2009, Head SportsHoldings N.V. and Mr. Johan Eliasch entered into an agreement withHTM and Head N.V. pursuant to which Mr. Johan Eliasch agreed topersonally guarantee the obligations of the lender under a workingcapital facility providing for commitments of at least ?10 million tobe entered into by Head N.V. or one of its subsidiaries oncommercially reasonable terms with a bank or other financialinstitution on or prior to the closing of the Exchange Offer,provided that Mr. Eliasch's personal guarantee will not be requiredif such facility is provided by a bank or other financial institutionorganized under the laws of the United States of America or any statethereof or the District of Columbia or any member state of theEuropean Union as of July 1, 2009 having combined capital and surplusof not less than ?250 million as of the date of this press release(the "WCF Guarantee Undertaking"). As of the date of this pressrelease we have not identified a lender for this working capitalfacility. In consideration for the WCF Guarantee Undertaking, HeadN.V. has agreed to issue up to 36,797,403 ordinary shares to HeadSports Holdings N.V. and its shareholders on the Settlement Date.Forward-Looking StatementsThis press release includes forward-looking statements within themeaning 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 referencesto assumptions, as they relate to Head N.V., its management or thirdparties, identify forward-looking statements. Forward-lookingstatements include statements regarding Head N.V.'s businessstrategy, financial condition, results of operations, and marketdata, as well as any other statements that are not historical facts.These statements reflect beliefs of Head N.V.'s management as well asassumptions made by its management and information currentlyavailable to Head N.V. Although Head N.V. believes that thesebeliefs and assumptions are reasonable, the statements are subject tonumerous factors, risks and uncertainties that could cause actualoutcomes and results to be materially different from thoseprojected. These factors include, but are not limited to, thefollowing: the impact of the current global economic turmoil, weatherand other factors beyond their control, competitive pressures andtrends in the sporting goods industry, our ability to implement theirbusiness strategy, our liquidity and capital expenditures, ourability to obtain financing, our ability to realize the cost savingsexpected from the cost reduction program, our ability to compete,including internationally, our ability to introduce new andinnovative products, legal proceedings and regulatory matters, ourability to fund their future capital needs, and general economicconditions. These factors, risks and uncertainties expressly qualifyall subsequent oral and written forward-looking statementsattributable to Head N.V. or persons acting on its behalf.About HeadHEAD Group is a leading global manufacturer and marketer of premiumsports equipment.HEAD NV's ordinary shares are listed on the Vienna Stock Exchange("HEAD").HTM is a subsidiary of Head N.V.Our business is organized into four divisions: Winter Sports, RacquetSports, Diving and Licensing. We sell products under the HEAD(tennis, squash and racquetball racquets, tennis balls, tennisfootwear, badminton products, alpine skis, ski bindings and skiboots, snowboards, bindings and boots), Penn (tennis and racquetballballs), Tyrolia (ski bindings), and Mares/Dacor (diving equipment)brands.We hold leading positions in all of our product markets and ourproducts are endorsed by some of the world's top athletes includingAndre Agassi, Hermann Maier, Bode Miller, Amelie Mauresmo, SvetlanaKuznetsova, Novak Djokovic Andrew Murray, Ivan Ljubicic, DidierCuche, Marco Büchel, Patrick Staudacher, Maria Riesch and SarkaZahbrovska.For more information, please visit our website: www.head.comAnalysts, investors, media and others seeking financial and generalinformation, please contact:Clare Vincent, Investor RelationsTel: +44 207 499 7800Fax: +44 207 491 7725E-mail: headinvestors(at)aol.comGunter Hagspiel, Chief Financial OfficerTel: +43 5574 608 150Fax +43 5574 608 130Head N.V.Rokin 55NL 1012 KK AmsterdamISIN: NL0000238301Stock Market: Official Market of the Vienna Stock ExchangeHTM Sport- und Freizeitgeräte AGTyroliaplatz 1A 2320 SchwechatISIN: XS0184717956 / XS0184719143Stock Market: Luxembourg Stock ExchangeThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 30.07.2009 - 10:03 Uhr
Sprache: Deutsch
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Subsidiary of HEAD N.V., Announce "
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