CABELAS INCORPORATED (NYSE:CAB) Files An 8-K Other EventsItem 8.01.
As previously disclosed, on October 3, 2016, Cabelas Incorporated, a Delaware corporation (the Company), entered into an Agreement and Plan of Merger, by and among the Company, Bass Pro Group, LLC, a Delaware limited liability company (Parent), and Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Sub), which was amended by the Amendment to Agreement and Plan of Merger, dated as of April 17, 2017 (and as further amended from time to time, the Merger Agreement). The Merger Agreement provides for Sub to merge with and into the Company, causing the Company to become a wholly owned subsidiary of Parent (the Merger).
Parent has informed the Company that Parent, with the consent of the Company, has agreed to enter into a timing agreement with the United States Federal Trade Commission (the FTC), to which Parent will agree to extend the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until July 5, 2017 at the request of the FTC staff to enable the FTC staff to brief the FTC commissioners on the Merger and to address any questions the FTC commissioners may have. The consummation of the Merger remains subject to (i) the approval of the Companys stockholders at the July 11, 2017 Special Meeting of Stockholders, (ii) the closing of the purchase and sale of substantially all of the business of Worlds Foremost Bank, a Nebraska banking corporation and wholly owned subsidiary of the Company, to the Framework Agreement described in Item 1.01 of the Current Report on Form 8-K filed by the Company on April 18, 2017 and (iii) other customary closing conditions. The Company and Parent are continuing to work closely and cooperatively with the FTC in its review of the proposed Merger.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company or the solicitation of any vote or approval. This communication is being made in respect of the proposed Merger, among other things. The proposed Merger is being submitted to the stockholders of the Company for their consideration. In connection therewith, the Company has filed relevant materials with the Securities and Exchange Commission (the SEC), including the definitive proxy statement filed with the SEC on June 5, 2017 (the Proxy Statement), regarding the proposed Merger, which has been mailed to the stockholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the Proxy Statement regarding the proposed Merger, any amendments or supplements thereto and other documents containing important information about the Company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge on the Companys website at www.cabelas.com under the heading SEC Filings in the Investor Relations portion of the Companys website. Stockholders of the Company may also obtain a free copy of the Proxy Statement regarding the proposed Merger and any filings with the SEC that are incorporated by reference in such Proxy Statement by contacting the Companys Investor Relations Department at (308) 255-7428.
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed Merger. Information about the directors and executive officers of the Company is set forth in its definitive proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on November 17, 2016, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement regarding the proposed Merger and may be contained in other relevant materials filed with the SEC.
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About CABELAS INCORPORATED (NYSE:CAB)
Cabela’s Incorporated is an omni-channel retailer of hunting, fishing, camping, shooting sports and related outdoor merchandise. The Company offers its customers a selection of national and regional brand products, including its Cabela’s brand. The Company’s segments include Merchandising and Financial Services. The Merchandising segment sells products and services through the Company’s retail stores, its e-commerce Websites (Cabelas.com and Cabelas.ca), and its catalogs. The United States merchandising and Canada merchandising operating segments have been aggregated into its Merchandising segment. The Financial Services segment issues co-branded credit cards, which are available through all of its channels. The Company’s product assortment includes merchandise and equipment for hunting, fishing, marine use, camping, and recreational sport shooting, along with casual and outdoor apparel and footwear, optics, vehicle accessories, and gifts and home furnishings with an outdoor theme. CABELAS INCORPORATED (NYSE:CAB) Recent Trading Information
CABELAS INCORPORATED (NYSE:CAB) closed its last trading session up +0.09 at 57.48 with 552,820 shares trading hands.