The Transaction is subject to various closing conditions, including the receipt of approval from the holders of a majority of the outstanding shares of Heelys' common stock. In addition, Capital Southwest Venture Corporation and another stockholder of the Company, who collectively hold approximately 35.1% of the issued and outstanding shares of the Company's common stock, have entered into voting agreements with Evergreen, pursuant to which they have agreed, among other things, to vote their shares in favor of the Transaction. Subject to the closing conditions set forth in the purchase agreement and the receipt of no superior proposal, the Transaction is expected to close this year.

The Board also unanimously determined that following the closing of the Transaction, the Company should be dissolved and liquidated pursuant to a plan of liquidation and dissolution (the "Plan of Dissolution"). The Plan of Dissolution is conditioned on the consummation of the Transaction and obtaining approval of the Company's stockholders relating to such Plan of Dissolution. Following the closing of the Transaction and the payment of outstanding liabilities, along with the taking of other actions specified in the Plan of Dissolution, the Company intends to distribute the net proceeds of the Transaction and the liquidation and dissolution of the Company to the Company's stockholders in one or more liquidating distribution installments.

Additional information regarding the Transaction and the Plan of Dissolution will be included in a proxy statement the Company intends to file with the Securities and Exchange Commission and distribute to its stockholders. The Company's proxy statement will include information regarding the timing of the special meeting of the Company's stockholders to approve the Transaction and the Plan of Dissolution.

Roth Capital Partners, LLC is serving as exclusive financial advisor to Heelys and has delivered a fairness opinion in connection with the Transaction.  Gardere Wynne Sewell LLP is serving as legal advisor to Heelys.

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