AD-HOC: HEAD N.V. and HTM Sport- und Freizeitgeräte AG ("HTM"), a
Subsidiary of HEAD N.V., Announce
(Thomson Reuters ONE) - Exchange OfferAmsterdam - August 14, 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 results of theprivate exchange offer (the "Exchange Offer") to exchange HTM'soutstanding EUR135,000,000 8.5% Senior Notes due 2014 (the "ExistingNotes") for HTM's newly issued secured notes (the "Secured Notes")and Head N.V. ordinary shares (the "Offered Shares"). The privateoffer was not made to all holders of Existing Notes, but exclusivelyto certain holders as further specified below.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 Exchange Offer, which is subject to the terms and conditionsdescribed in the the offering circular dated April 21, 2009, assupplemented by the first supplement thereto dated May 7, 2009 andthe second supplement thereto dated July 30, 2009 (the "OfferingCircular"), expired at 5:00 p.m., London time, on August 13, 2009.As of the expiration date, EUR85,723,000 in aggregate principalamount of the Existing Notes had been validly tendered in theExchange Offer and will be accepted for exchange into approximatelyEUR43,738,000 in aggregate principal amount of Secured Notes and22,491,278 Head N.V. ordinary shares.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 Head N.V.shares issued in the Exchange Offer to trading on the Vienna StockExchange.Head N.V. and HTM anticipate that the settlement date for theExchange Offer will be August 19, 2009.The Exchange Offer was 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 in accordancewith Regulation S. The Secured Notes and the Offered Shares have notbeen and will not be registered under the Securities Act and may notbe offered or sold in the United States absent an applicableexemption from registration requirements. This press release doesnot constitute an offer to sell or the solicitation of an offer tobuy Existing Notes, Secured Notes or Offered Shares in anyjurisdiction in which such an offer or sale would be unlawful.The Exchange Offer was 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.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 5 574 608 0Fax +43 5 574 608 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: 14.08.2009 - 09:05 Uhr
Sprache: Deutsch
News-ID 4715
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Subsidiary of HEAD N.V., Announce "
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