. ACQUISITION OR DISPOSITION OF ASSETS.
On July 30, 1999, Marker International (the "Company") entered into an
asset purchase agreement (the "Purchase Agreement") with Marker International
GmbH ("Newco"), providing for the sale by the Company of substantially all of
its assets (including the equity securities of its subsidiaries) to Newco. In
exchange, Newco will assume certain liabilities of the Company and the Company
will receive a 15% equity interest in Newco. The remaining 85% equity interest
in Newco will be held by CT Sports Holding AG ("CT"), a newly formed joint
venture between Tecnica S.p.A. and H.D. Cleven, the principal shareholder of the
Volkl Group.
Pursuant to the terms of the Purchase Agreement, CT will contribute
$15,000,000 in cash (subject to reduction by $1,025,501 as a result of the
consummation of the sale of the 66.66% equity interest in Marker Canada, Ltd.)
to Newco in consideration for an 85% equity interest in Newco. Newco is a GmbH
organized under the laws of Switzerland and is currently a wholly-owned
subsidiary of CT. In connection with the Purchase Agreement, the Company and CT
will enter into an operating agreement which, among other things, will provide
that CT will be granted an option (the "Option") to purchase the Company's 15%
equity interest in Newco at any time on or after the second anniversary of the
consummation date of the plan of reorganization at the then fair market value,
subject to certain adjustments. The proceeds of the exercise of the Option will
then be distributed to the shareholders of the Company in liquidation.
The Purchase Agreement provides for the consummation of the sale to be
effected through a pre-negotiated Chapter 11 bankruptcy proceeding and requires
the Company to commence that bankruptcy proceeding by August 20, 1999. In
connection therewith, the Company is preparing to file its petition for
reorganization, obtain approval of its disclosure statement and commence its
post-bankruptcy solicitation process. The Company has reached
agreements-in-principle regarding the restructuring of its debt with certain of
its creditors who are impaired under the plan of reorganization.
The closing of the sale is expected to be consummated in the Company's
third quarter subject to, among other things, the U.S. Bankruptcy Court's
approval of the proposed sale and the court's confirmation of the Company's
pre-negotiated bankruptcy plan of reorganization and the issuance of consents or
waivers by various third parties. |
