K2 announced today the consummation of the merger of Brass Eagle Inc. with a wholly-owned subsidiary of K2. As a result of the merger, Brass Eagle is now a wholly-owned subsidiary of K2.
In the merger, each outstanding share of Brass Eagle common stock (other than shares owned by K2 as a result of its exchange offer and shares for which appraisal is sought under applicable Delaware law) was converted into the right to receive 0.6036 of a share of K2 common stock (including the associated preferred share purchase rights). The merger allowed K2 to acquire the remaining shares of Brass Eagle common stock that were not tendered into K2's exchange offer. The merger consideration is the same as paid per share of Brass Eagle common stock in the exchange offer. On December 9, 2003, K2 accepted for exchange 7,167,751 shares of Brass Eagle common stock that were tendered into the exchange offer and, as a result, K2 became the owner of approximately 95.7% of the outstanding shares of Brass Eagle common stock.
Within the next few days, Computershare Trust Company, Inc. will mail to former Brass Eagle stockholders that did not tender in the exchange offer materials to be used for exchanging their Brass Eagle stock certificates for the merger consideration. Former Brass Eagle stockholders are urged to read these materials in full, as they will contain important information regarding their rights and the merger.