K2 Inc.& Fotoball USA, pursuant to their previously announced merger agreement, K2 has commenced an exchange offer for all of the outstanding shares of Fotoball USA common stock. Subject to the terms and conditions of the offer, Fotoball USA stockholders will receive 0.2757 of a share of K2 common stock for each share of Fotoball USA common stock tendered. The exchange offer, if consummated, will be followed by a merger for the same consideration to Fotoball USA stockholders as offered in the exchange offer.
The exchange offer is scheduled to expire at midnight, New York City time, on Thursday, January 8, 2003, unless the offer is extended. The terms and conditions of the offer are described in offer documents being mailed to Fotoball USA stockholders and filed with the SEC. Consummation of the transaction is subject to the condition that there be validly tendered, and not withdrawn, at least a majority of the shares of Fotoball USA's outstanding common stock and certain shares subject to options, receipt of certain regulatory approvals and other customary conditions and termination provisions. Subject to applicable law and the terms of the merger agreement, the offer may be extended.
The Board of Directors of Fotoball USA, upon recommendation of a special committee, has unanimously recommended that Fotoball USA stockholders tender their Fotoball USA shares in the offer. A more detailed description of this recommendation can be found in the Solicitation/Recommendation Statement on Schedule 14D-9 that Fotoball USA filed with the SEC today.
Fotoball USA stockholders are urged to carefully read the offer documents and Fotoball USA's recommendation statement. Copies of these documents may be obtained at no charge from the website maintained by the SEC at www.sec.gov. Copies of the offer documents may also be obtained at no charge from Morrow & Co., Inc., the Information Agent for the offer.
