HEAD N.V. Announces Support of Major Note holder to Exchange Offer
(Thomson Reuters ONE) - Corporate news announcement processed and transmitted by Hugin AS.The issuer is solely responsible for the content of this announcement. ------------------------------------------------------------------------------------ NOT FOR DISTRIBUTION IN THE UNITED STATESThis press release does not constitute an offer of securities forsale in the United States. Securities may not be offered or sold inthe United States absent registration with the United StatesSecurities and Exchange Commission or an exemption fromregistration. There will be no public offering of any of thesecurities mentioned in this press release in the United States.HEAD N.V. and HTM Sport- und Freizeitgeräte AG ("HTM"), a Subsidiaryof HEAD N.V., Announce Improved Terms of Private Exchange Offer andConsent Solicitation Relating to HTM's ?135,000,000 8½% Senior Notesdue 2014Exchange OfferAmsterdam - July 30, 2009 - HEAD N.V. (VSX: HEAD, U.S. OTC:HEDYY.PK), a leading global manufacturer and marketer of sportsequipment, and HTM AG, a subsidiary of Head N.V., announced todaythat Octavian Advisors, LP, a New York based investment fund and thelargest note holder of the company, supports the exchange offer forHTM's outstanding ?135,000,000 8½% Senior Notes due 2014 (the"Existing Notes") and the concurrent consent solicitation (the"Exchange Offer").Johan Eliasch, CEO of Head N.V., commented: "The successfulconclusion of this transaction will significantly reduce both ourleverage and our interest payments. Once completed, managers will beable to focus on the business of producing aspirational equipmentto stimulate markets and help our sales and profitability recover.This has been a long process, but if successful it will result inboth the company and the noteholders in a stronger position."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. Up to29,864,512 ordinary shares (the "Offered Shares") will be issued toholders of Existing Notes, assuming 100% participation in theExchange Offer by holders of the Existing Notes other than Head SportGmbH, representing approximately 29.999% of Head N.V.'s issuedordinary shares on a fully-diluted basis.The Exchange Offer is conditional upon the receipt of valid tendersand consents representing at least ?96,752,000 in aggregate principalamount of Existing Notes, representing 85% of the outstandingprincipal amount of Existing Notes, among other conditions.The expiration date of the Exchange Offer is extended until 5:00p.m., London time, on August 12, 2009. The settlement date isexpected to be postponed to August 19, 2009.The terms of the Exchange Offer and Consent Solicitation are setforth solely in the offering circular dated April 21, 2009, assupplemented by the first supplement dated May 7, 2009 and the secondsupplement dated July 30, 2009 (the "Offering Circular"). TheExchange Offer is made only by, and pursuant to, the terms set forthin the Offering Circular, and the information in this press releaseis qualified by reference to the Offering Circular. Subject toapplicable law, Head N.V. and HTM may amend, extend or terminate theExchange Offer."We are extremely pleased to have reached an agreement with Head",said Richard Hurowitz, Chief Executive Officer of Octavian Advisors,LP, a New York based investment fund and the largest bondholder ofthe company. "I am excited at the prospect of joining the board as anew shareholder and working with Johan Eliasch and his team."As part of the transaction, Mr. Hurowitz will be nominated to thecompany's Supervisory Board at the next annual general meeting.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 0Fax +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 ExchangeImportant InformationThe 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 to be offered have not beenand will not be registered under the Securities Act and may not beoffered or sold in the United States absent an applicable exemptionfrom registration requirements. This press release does notconstitute an offer to sell or the solicitation of an offer to buyExisting Notes, Secured Notes or Offered Shares in any jurisdictionin which such an offer or sale 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. --- End of Message ---Head N.V.Rokin 55 Amsterdam NiederlandeWKN: 577203 ; ISIN: NL0000238301; Index: ATX Prime, WBI;Listed: Mid Market in Wiener Boerse AG;
Datum: 30.07.2009 - 17:20 Uhr
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