K2 Inc. announced that, pursuant to its previously announced offer to exchange each share of Fotoball USA, Inc. common stock for 0.2757 of a share of K2 common stock, K2 has accepted for exchange all shares of Fotoball USA common stock tendered as of the expiration of the subsequent offer period at 5:00 PM, New York City time, on January 16, 2004. Based on preliminary information from the exchange agent for the exchange offer and Fotoball USA, as of the expiration of the subsequent offer period, 3,206,785 shares of Fotoball USA common stock had been accepted for exchange. The total amount of shares accepted in the exchange offer represents approximately 87% of the outstanding shares of Fotoball USA common stock.
K2 also announced today that it has exercised its option to purchase additional shares of Fotoball USA common stock directly from Fotoball USA in order to own 90% of the shares of the outstanding shares of Fotoball USA common stock. With 90% ownership, K2 will be able to cause the back-end merger of Fotoball USA with a wholly-owned subsidiary of K2 to occur without the requirement of a special meeting of the stockholders of Fotoball USA.
K2 expects to consummate merger within the week, whereupon Fotoball USA 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 Fotoball USA 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 884,111 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 134,096 shares of K2 common stock in connection with the merger.
