Arctic Cat to be merged into Textron and be delisted
MINNEAPOLIS--(BUSINESS WIRE)--Mar. 6, 2017--
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of Arctic Cat validly tendered and not properly withdrawn as of the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.
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
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/20170306005477/en/
Source: Arctic Cat Inc.
Arctic Cat Inc.
Christopher Eperjesy, 612-350-1791