Textron Inc. Commences Tender Offer for Acquisition of Arctic Cat Inc.
February 02 2017 - 8:30AM
Business Wire
Textron Inc. (NYSE: TXT) announced today it has commenced a
tender offer for all of the issued and outstanding shares of common
stock (the “Shares”) of Arctic Cat
Inc. (NASDAQ: ACAT) for $18.50 per share, payable net to the holder
in cash, without interest, subject to any withholding of taxes
required by applicable law.
The tender offer is being made pursuant to an Offer to Purchase,
dated February 2, 2017, and in connection with the previously
announced Agreement and Plan of Merger, dated January 24, 2017,
among Textron, Textron’s acquisition subsidiary and Arctic Cat (the
“Merger Agreement”).
The tender offer will expire on March 3, 2017, at 5:00 p.m., New
York City time, unless extended in accordance with the Merger
Agreement and the applicable rules and regulations of the
Securities and Exchange Commission (the “SEC”). Any extension of the tender offer will be
followed as promptly as practicable by public announcement thereof,
and such announcement will be made no later than 9:00 a.m., New
York City time, on the next business day after the previously
scheduled expiration date.
The tender offer is subject to customary conditions, including
the tender of at least one share more than 50% of the outstanding
Shares (calculated on a fully-diluted basis). Arctic Cat’s board of
directors has approved the transaction and unanimously recommended
that its shareholders tender their Shares pursuant to the tender
offer.
Today, a tender offer statement on Schedule TO was filed by
Textron with the SEC, which sets forth in detail the terms of the
tender offer. Arctic Cat filed today with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of Arctic
Cat’s board of directors that Arctic Cat shareholders accept the
tender offer and tender their Shares pursuant to the tender
offer.
The Depositary and Paying Agent for the tender offer is Wells
Fargo Bank, N.A. The Information Agent for the tender offer is
Alliance Advisors, LLC. The tender offer materials may be obtained
at no charge by downloading them from the SEC’s website at
http://www.sec.gov. The Schedule TO Tender Offer Statement and
related materials may be obtained for free by directing such
requests to Textron Inc., Attention: Investor Relations at (401)
457-2288. The Schedule 14D-9 Solicitation/Recommendation Statement
and such other documents may be obtained for free from Arctic Cat
under the “Investor Relations” section of Arctic Cat’s website at
http://phx.corporate-ir.net/phoenix.zhtml?c=97941&p=irol-irhome.
About Textron Inc.Textron 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.
Certain statements in this press release may describe
strategies, goals, outlook or other non-historical matters; these
forward-looking statements speak only as of the date on which they
are made, and we undertake no obligation to update them. These
statements are subject to known and unknown risks, uncertainties,
and other factors that may cause our actual results to differ
materially from those expressed or implied by such forward-looking
statements.
ContactsInvestor related
questions, via the Information Agent for the tender offer:
Alliance Advisors, LLC
Call:
(973) 873-7780 (Call Collect) or
(888) 991-1293 (Call Toll-Free)
E-mail:
reorg@allianceadvisorsllc.com
Legal Notices and
Disclaimers
This press release is for informational purposes only. It does
not constitute an offer to purchase Shares or a
solicitation/recommendation under the rules and regulations of the
SEC. Purchaser, Textron Specialized Vehicles Inc. and Textron filed
a Tender Offer Statement on Schedule TO with the SEC and Arctic Cat
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC, in each case with respect to the offer. The Tender
Offer Statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. Those materials and all other
documents filed by Textron or Purchaser with the SEC will be
available at no charge on the SEC’s website at www.sec.gov.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170202005353/en/
Textron Inc.Investor Contacts:Eric Salander,
401-457-2288orD’Ante Natili, 401-457-2288orMedia
Contact:David Sylvestre, 401-457-2362
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