FOTOBALL USA, INC. 6740 COBRA WAY SAN DIEGO, CALIFORNIA 92121Merger Agreement • December 10th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec
We are pleased to inform you that, on November 25, 2003, Fotoball USA, Inc. (the "Company") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with K2 Inc. ("K2") and Boca Acquisition Sub, Inc. ("Acquisition Sub"), a newly formed corporation and wholly owned subsidiary of K2. Pursuant to the Merger Agreement, K2 has commenced an offer to acquire each issued and outstanding share of common stock, $0.01 par value, of the Company, including the associated preferred share purchase rights (the "Shares") in exchange for 0.2757 of a share of common stock, par value $1.00 per share, of K2 (including the associated preferred share purchase rights). If the exchange offer is successful, Acquisition Sub will thereafter be merged with and into the Company, with the Company surviving the merger and all of our Shares then-outstanding (other than Shares held by K2, Acquisition Sub or the Company or stockholders who properly exercise appraisal rights, if any, under
