K2, pursuant to its previously announced offer to exchange each share of common stock of Brass Eagle for 0.6036 of a share of K2 common stock, has accepted for exchange all shares of Brass Eagle common stock tendered and not withdrawn as of the expiration of the offer at midnight, New York City time, on December 8, 2003. Based on preliminary information from the exchange agent for the offer, as of the expiration of the offer, 7,167,751 shares of Brass Eagle common stock had been tendered, which represents approximately 95.7% of the outstanding shares of Brass Eagle common stock.
In order to complete the acquisition, K2 expects to consummate the merger of Brass Eagle with a wholly-owned subsidiary of K2 within the next few days, whereupon Brass Eagle will become a wholly-owned subsidiary of K2. As a result of the merger (and subject to appraisal rights to the extent available under applicable law), each outstanding share of Brass Eagle not tendered in the exchange offer will be converted into the right to receive the same consideration per share as is being paid in the exchange offer. Based on the preliminary results of the exchange offer, K2 expects to issue approximately 4,326,454 shares of K2 common stock in exchange for the shares tendered in the exchange offer and, assuming no appraisal rights are exercised, an additional approximately 194,774 shares of K2 common stock in connection with the merger.
