Court Rules in Favor of Arctic Cat in Patent Litigation Brought by Bombardier Recreational Products
February 27 2017 - 7:26PM
Business Wire
BRP’s patents at issue found invalid or not
infringed
Arctic Cat Inc. (NASDAQ:ACAT) today announced that the Federal
Court in Canada has issued its trial judgment in favor of Arctic
Cat in the longstanding patent infringement action brought against
it by Bombardier Recreational Products Inc. At issue in the case
were approximately 44,000 Arctic Cat snowmobiles covering model
years 2007 through 2015. BRP had alleged that Arctic Cat's
snowmobiles infringed 56 patent claims contained in four Canadian
Patents. In its decision, however, the Federal Court found all
claims in three of BRP's four asserted patents invalid by reason of
the insufficiency of those patents' disclosures and their
ambiguity. The remaining patent, directed to snowmobile chassis
having certain pyramidal frame elements, was found not
infringed.
Michael Okerlund, Arctic Cat's vice president of legal affairs,
stated: "Arctic Cat has great respect for the legitimate bounds of
its competitors' intellectual property rights. That respect
certainly extends to all competitors, including BRP. While we
appreciate that reasonable minds may sometimes disagree – and
obviously the parties disagreed here – Arctic Cat has long believed
that its own innovative snowmobiles steered well clear of the
legitimate bounds of BRP's patents."
The suit was originally filed on December 15, 2011. The
patents-in-suit included: Canadian Patents 2,293,106 (the "106
Patent"), 2,485,813 (the "813 patent"), 2,411,964 (the "964
Patent"), and 2,350,264 (the "264 Patent"). Ron Dimock and Angela
Furlanetto of DLA Piper (Canada) and Michael Crinson of the Aitken
Klee firm (Toronto) represented Arctic Cat in this matter.
About Arctic Cat
The 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. is headquartered 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.
Ongoing Tender Offer – Additional
Information and Where to Find It
On January 24, 2017, Arctic Cat entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Textron Inc.
(“Textron”), a Delaware corporation, and Aces Acquisition Corp.
(“Purchaser”), a Minnesota corporation and an indirect wholly owned
subsidiary of Textron. Pursuant to the Merger Agreement, on
February 2, 2017, Purchaser and Textron commenced a tender offer
(the “Offer”) to purchase all of the issued and outstanding shares
of Arctic Cat’s common stock, par value $0.01 per share, at a price
of $18.50 per share in cash, without interest and subject to any
withholding taxes required by applicable law. Following
consummation of the Offer, upon the terms and subject to the
conditions set forth in the Merger Agreement, Purchaser will merge
with and into Arctic Cat with Arctic Cat surviving as an indirect
wholly owned subsidiary of Textron (the “Merger”).
The description of the Offer contained herein is neither an
offer to purchase nor a solicitation of an offer to sell any
securities of Arctic Cat. The Offer is only being made through a
Tender Offer Statement on Schedule TO filed with the SEC on
February 2, 2017, as amended thereafter, which contains an offer to
purchase, form of letter transmittal and other documents relating
to the Offer (the “Tender Offer Materials”). For additional
information regarding the Merger, please refer to Arctic Cat’s
Current Report on Form 8-K filed on January 25, 2017 along with the
Merger Agreement, which is attached as Exhibit 2.1 thereto. In
addition, Arctic Cat filed a Solicitation/Recommendation Statement
on Schedule 14D-9 on February 2, 2017, as amended thereafter, with
respect to the Offer. Textron and Purchaser have mailed the Tender
Offer Materials and the Schedule 14D-9 to Arctic Cat’s
shareholders. These documents contain important information about
the Offer, and the shareholders of Arctic Cat are urged to read
them carefully and review these and other documents relating to the
transactions contemplated by the Merger Agreement. These materials
are available free of charge on the “Investor Relations” section of
Arctic Cat’s website at www.arcticcat.com. In addition, all of
these materials (and all other materials filed by Arctic Cat with
the SEC) are available at no charge from the SEC through its
website at www.sec.gov. Shareholders 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.
Forward-Looking
Statements
Statements in this press release regarding the proposed
transaction between Arctic Cat, Textron Inc., and Aces Acquisition
Corp., the expected timetable for completing the transaction, 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
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.
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/20170227006722/en/
Arctic Cat Inc.Christopher Eperjesy, 612-350-1791Chief Financial
Officerceperjesy@arcticcat.comorPadillaCRTShawn Brumbaugh,
612-455-1754shawn.brumbaugh@padillacrt.com
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