Tender Offer for Arctic Cat Completed
March 06 2017 - 6:30AM
Business Wire
Arctic Cat to be merged into Textron and be
delisted
Arctic Cat Inc. (NASDAQ: ACAT) today announced that Textron Inc.
(NYSE: TXT) has successfully completed the tender offer by Aces
Acquisition Corp., an indirect wholly owned subsidiary of Textron,
to acquire all outstanding shares of Arctic Cat at a price of
$18.50 per share in cash, without interest and subject to any
required withholding taxes.
Aces Acquisition Corp. has accepted for payment all outstanding
shares of Arctic Cat validly tendered and not properly withdrawn as
of the expiration time of the tender offer (excluding shares
delivered pursuant to notices of guaranteed delivery that have not
yet been delivered in settlement or satisfaction of such
guarantee), which represented approximately 79 percent of Arctic
Cat’s outstanding shares and 73 percent of the shares on a fully
diluted basis.
Aces Acquisition Corp. intends to exercise its option under the
merger agreement to purchase directly from Arctic Cat an additional
number of shares that, when combined with the shares purchased in
the tender offer, represent one share more than 90 percent of the
outstanding Arctic Cat shares on a fully diluted basis.
Subsequently, Textron intends to affect a “short-form” merger under
Minnesota law, without the need for an Arctic Cat shareholder
meeting.
All remaining shares of Arctic Cat not purchased by Textron in
the tender offer (other than shares subject to properly exercised
dissenters’ rights claims) will be converted into the right to
receive $18.50 per share in cash, without interest and subject to
any required withholding taxes upon consummation of the merger.
After the merger, which is expected to occur on March 6, 2017,
Arctic Cat will be an indirect wholly owned subsidiary of Textron,
Arctic Cat’s shares will cease to be traded on the NASDAQ and
Arctic Cat will no longer have reporting obligations under the
Securities and Exchange Act of 1934, as amended.
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.
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, and 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170306005477/en/
Arctic Cat Inc.Christopher Eperjesy, 612-350-1791Chief Financial
Officerceperjesy@arcticcat.comorPadillaCRTShawn Brumbaugh,
612-455-1754shawn.brumbaugh@padillacrt.com
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