You are cordially invited to attend a special meeting of shareholders of Ride, Inc. on October 5, 1999, at 10 a.m., local time. The meeting will be held at the Issaquah Holiday Inn, 1801 12th Avenue, NW, Issaquah, Washington. The purpose of the meeting is to vote on a merger that will result in Ride becoming a wholly owned subsidiary of K2.
In the merger, each share of Ride common stock will automatically become the right to receive from K2 a fraction of a share of K2 common stock. The exact fraction of a K2 share to be exchanged for each Ride share will be equal to $1.00 divided by the average closing price of K2 stock over a period of five days ending three business days before completion of the merger, but not more than 1/10 nor less than 1/12. The merger is intended to constitute a tax-free reorganization. Ride shareholders will incur no federal income tax as the result of the exchange of Ride common stock for K2 common stock, except for tax on the cash portion received by shareholders in exchange for fractional shares.
As of June 30, 1999, Ride had approximately $9.7 million of indebtedness for borrowed money in default or potentially in default absent waivers or agreements of forbearance. In addition, as of June 30, 1999, Ride had an additional $7.1 million of indebtedness, including accounts payable, that was either overdue or due for payment within 60 days. If the merger is not consummated, without an immediate infusion of new capital or an immediate business combination with another financially strong party, Ride may need to dramatically curtail operations, seek bankruptcy protection, or consider other alternatives that may have a significant negative impact on Ride’s shareholders. After an exhaustive consideration of alternatives over many months, your Board of Directors has unanimously concluded that the merger is the best alternative available to protect the value of your equity investment in Ride, and to retain the opportunity for future stock appreciation through the ownership of K2 common stock. Your Board strongly recommends that Ride shareholders vote “FOR” the merger agreement and the merger.
Your Board of Directors has received a written opinion, dated August 5, 1999, from Ladenburg Thalmann & Co. Inc., Ride’s financial advisor, that, as of such date, based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the consideration to be received by the holders of common stock of Ride in the merger was fair, from a financial point of view. A copy of the opinion is attached to the proxy statement/prospectus as Appendix B.
The merger agreement and the consummation of the merger must be approved by the holders of 66 2/3% of the outstanding shares of Ride common stock and 66 2/3% of the outstanding shares of Ride Series A Preferred Stock.
Therefore, your vote on this matter is very important. We urge you to review carefully the enclosed material and to return your proxy card promptly.
Whether or not you plan to attend the special meeting, please complete, sign, date, and return the enclosed proxy card promptly in the envelope provided. Your shares will then be represented at the special meeting, and Ride will be able to avoid the expense of further solicitation. If you attend the special meeting, you may, at your discretion, withdraw your proxy and vote in person.
On behalf of the Board, thank you for your cooperation and continued support.
Robert F. Marcovitch
President and Chief Executive Officer