Delivers substantial all-cash premium to
Arctic Cat shareholders;
Textron committed to continued, long-term
growth of Arctic Cat;
Combined businesses better positioned to be
powersports industry leader
Arctic Cat Inc. (NASDAQ: ACAT) today announced that it has
signed a definitive merger agreement under which Textron Inc.
(NYSE: TXT) will acquire Arctic Cat in a cash transaction valued at
approximately $247 million, plus the assumption of existing debt.
Under the terms of the agreement, which was unanimously approved by
the Arctic Cat board of directors, Textron, through a wholly owned
subsidiary, will commence a tender offer to purchase all
outstanding shares of Arctic Cat at $18.50 per share in cash,
representing a 40.7 percent premium to the closing price of Arctic
Cat's common stock on January 20, 2017. Arctic Cat anticipates that
tender offer materials will be provided to shareholders no later
than February 7, 2017. The completion of the acquisition is subject
to customary conditions and regulatory approvals.
“Arctic Cat’s board believes that Textron’s offer delivers
compelling and immediate value to our shareholders,” said
Christopher Metz, Arctic Cat’s president and chief executive
officer. “This transaction presents increased opportunities for the
business to leverage our combined scale, accelerate growth and
enhance product innovation in ways that will benefit our customers,
dealers and employees.” Textron is a multi-industry company with
over $13 billion in annual revenues and approximately 35,000
employees.
Arctic Cat will become part of Textron’s Specialized Vehicles
business, maintaining its iconic Arctic Cat brand, as well as its
current manufacturing, distribution and operational facilities,
with a focus on growing the business. Arctic Cat and Textron
Specialized Vehicles have complementary product portfolios of
recreational, utility and specialized vehicles. The combined
businesses will be well positioned to be a powersports industry
leader with a wider product line-up, and allow for more aggressive
investment in product development, dealer networks, marketing and
customer service.
Metz added: “We are proud of the progress our team has made to
lay the foundation for Textron to continue taking this company
forward. Textron plans to build on Arctic Cat’s strong brand and
history of innovation. We expect many Arctic Cat employees to
benefit from expanded career opportunities as part of a larger,
more diversified company. On behalf of the Arctic Cat board and
management team, we thank our dedicated employees for their hard
work, commitment and pride in making Arctic Cat an enduring
competitor and beloved brand in the powersports market. We are
excited about Arctic Cat’s future.”
AdvisorsBaird is serving as financial advisor and
Fredrikson & Byron is serving as legal counsel to Arctic Cat.
Shearman & Sterling LLP is serving as legal counsel to
Textron.
About Arctic CatThe Arctic Cat brand is among the most
widely recognized and respected in the recreational vehicle
industry. The company designs, engineers, manufactures and markets
all-terrain vehicles (ATVs), side-by-sides and snowmobiles, in
addition to related parts, garments and accessories under the
Arctic Cat® and Motorfist® brand names. Arctic Cat Inc.’s
world headquarters is located in Minneapolis, Minnesota. Its common
stock is traded on the NASDAQ Global Select Market under the ticker
symbol “ACAT.” More information about Arctic Cat and its products
is available at www.arcticcat.com.
About Textron Specialized Vehicles Inc.Textron
Specialized Vehicles Inc. is a leading global manufacturer of golf
cars, utility and personal transportation vehicles, professional
turf-care equipment, and ground support equipment. Textron
Specialized Vehicles markets products under the E-Z-GO®, Cushman®,
Textron Off Road™, Jacobsen®, Dixie Chopper®, Ransomes®, TUG™,
Douglas™, Premier™ and Safeaero™ brands. Its vehicles are found in
environments ranging from golf courses to factories, airports to
planned communities, and theme parks to hunting preserves.
About TextronTextron Inc. is a multi-industry
company that leverages its global network of aircraft, defense,
industrial and finance businesses to provide customers with
innovative solutions and services. Textron is known
around the world for its powerful brands such as Bell
Helicopter, Cessna, Beechcraft, Hawker, Jacobsen, Kautex, Lycoming,
E-Z-GO, Greenlee, Textron Off Road, Textron Systems, and TRU
Simulation + Training. For more information
visit: www.textron.com.
The tender offer described in this communication has not yet
commenced. Neither this communication nor any information
incorporated herein by reference is an offer to purchase or a
solicitation of an offer to sell any shares or any other securities
of Arctic Cat Inc. (“Arctic Cat”). On the commencement date of the
tender offer, Aces Acquisition Corp. and Textron Inc. will file a
Tender Offer Statement on Schedule TO (“Schedule TO”), including an
offer to purchase, a letter of transmittal and related documents,
with the United States Securities and Exchange Commission (the
“SEC”). Thereafter, Arctic Cat will file a
Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule
14D-9”) with the SEC. Security holders are urged to read, carefully
and in their entirety, both the Schedule TO and the Schedule 14D-9
regarding the tender offer, each as may be amended from time to
time, and any other documents relating to the tender offer that are
filed with the SEC, when they become available because they will
contain important information relevant to making any decision
regarding tendering shares. These materials will be made available
free of charge on the “Investor Relations” section of Arctic Cat’s
website at www.arcticcat.com when available. In addition, all of
these materials (and all other materials filed by Arctic Cat with
the SEC) will be available at no charge from the SEC through its
website at www.sec.gov. Security holders may also obtain free
copies of the documents filed by Arctic Cat with the SEC by
contacting Investor Relations/CFO at Arctic Cat Inc., 500 North 3rd
Street, Minneapolis, MN 55401; telephone number (612) 350-1791.
Cautionary Statement Regarding Forward-Looking
InformationStatements in this press release regarding the
proposed transaction between Arctic Cat and Textron, the expected
timetable for completing the transaction, future financial and
operating results, benefits of the transaction, future
opportunities for Arctic Cat’s business and any other statements by
management of Arctic Cat concerning future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements.
Generally, forward-looking statements include expressed
expectations, estimates and projections of future events and
financial performance and the assumptions on which these expressed
expectations, estimates and projections are based. Statements that
are not historical facts, including statements about the beliefs
and expectations of the parties and their management are
forward-looking statements. All forward-looking statements are
inherently uncertain as they are based on various expectations and
assumptions about future events, and they are subject to known and
unknown risks and uncertainties and other factors that can cause
actual events and results to differ materially from historical
results and those projected. Risks and uncertainties include the
satisfaction of closing conditions for the acquisition, including
the tender of a number of shares that, when added to the shares
owned by Textron and its affiliates, constitutes a majority of
Arctic Cat’s outstanding shares on a fully-diluted basis; the
possibility that the transaction will not be completed, or if
completed, not completed on a timely basis. Arctic Cat cannot give
any assurance that any of the transactions contemplated by the
agreement will be completed or that the conditions to the tender
offer will be satisfied. A further list and description of
additional business risks, uncertainties and other factors can be
found in Arctic Cat’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2016, as well as other Arctic Cat SEC filings.
Copies of these filings, as well as subsequent filings, are
available online at www.sec.gov and www.arcticcat.com. Many of the
factors that will determine the outcome of the subject matter of
this communication are beyond Arctic Cat’s ability to control or
predict. Arctic Cat does not undertake any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170125005228/en/
Analysts and
Investors:Arctic Cat Inc.Christopher Eperjesy,
612-350-1791Chief Financial
Officerceperjesy@arcticcat.comorMedia:PadillaCRTShawn Brumbaugh,
612-455-1754shawn.brumbaugh@padillacrt.com
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