Special Meeting to Take Place on July 11,
2017
Cabela’s Incorporated (NYSE:CAB) today announced that it has
filed definitive proxy materials with the U.S. Securities and
Exchange Commission (“SEC”) in connection with the Special Meeting
of Stockholders (the “Special Meeting”) to approve the previously
announced acquisition of Cabela’s by Bass Pro Shops.
The Special Meeting is scheduled to be held on July 11, 2017, at
8:00 a.m. local time. The meeting will be held at the Company’s
corporate headquarters, One Cabela Drive, Sidney, Nebraska 69160.
All stockholders of record of Cabela’s common stock as of the close
of business on June 2, 2017 will be entitled to vote their shares
at the Special Meeting either in person or by proxy.
As previously announced, Cabela’s entered into an agreement to
be acquired by Bass Pro Shops for $61.50 per share in cash, subject
to adjustment in certain circumstances. The Cabela’s Board of
Directors unanimously recommends that stockholders vote “FOR” the
proposal to adopt the merger agreement.
The transaction is expected to close in the third quarter of
2017, subject to approval by Cabela’s shareholders, the receipt of
required regulatory approvals and the satisfaction of other
customary closing conditions.
About Cabela’s Incorporated
Cabela’s Incorporated, headquartered in Sidney, Nebraska,
is a leading specialty omni-channel retailer of hunting, fishing,
camping, shooting sports, and related outdoor merchandise. Since
the Company’s founding in 1961, Cabela’s® has grown to become one
of the most well-known outdoor recreation brands in the world, and
has long been recognized as the World’s Foremost Outfitter®.
Cabela’s offers a wide and distinctive selection of high-quality
outdoor products at competitive prices while providing superior
customer service. Cabela’s also issues the Cabela’s CLUB® Visa
credit card, which serves as its primary customer loyalty rewards
program. Cabela’s stock is traded on the New York Stock
Exchange under the symbol “CAB”.
ADDITIONAL INFORMATION REGARDING THE TRANSACTION 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 Cabela’s
Incorporated (the “Company”) or the solicitation of any vote or
approval. This communication is being made in respect of the
proposed merger transaction involving the Company, Bass Pro Group,
LLC (“Bass Pro Group”) and a wholly-owned subsidiary of Bass Pro
Group. The proposed merger of the Company is being submitted to the
stockholders of the Company for their consideration. In connection
therewith, the Company has filed with the Securities and Exchange
Commission (the “SEC”) a definitive proxy statement regarding the
proposed merger, which will be mailed to the stockholders of the
Company, and other relevant materials. BEFORE MAKING ANY VOTING OR
ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE DEFINITIVE 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 definitive proxy statement, 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 Company’s website
at www.cabelas.com under the heading “SEC Filings” in the “Investor
Relations” portion of the Company’s website. Stockholders of the
Company may also obtain a free copy of the definitive proxy
statement regarding the proposed merger and any filings with the
SEC that are incorporated by reference in such definitive proxy
statement by contacting the Company’s 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 definitive proxy statement regarding the proposed merger and
may be contained in other relevant materials filed with the
SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” that are
based on the Company’s beliefs, assumptions, and expectations of
future events, taking into account the information currently
available to the Company. All statements other than statements of
current or historical fact contained in this report are
forward-looking statements. The words “believe,” “may,” “should,”
“anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,”
“plan,” “confident,” and similar statements are intended to
identify forward-looking statements. Forward-looking statements
involve risks and uncertainties that may cause the Company’s actual
results, performance, or financial condition to differ materially
from the expectations of future results, performance, or financial
condition the Company expresses or implies in any forward-looking
statements. These risks and uncertainties include, but are not
limited to: the satisfaction of the conditions precedent to the
consummation of the proposed merger, including, without limitation,
the receipt of stockholder and regulatory approvals; unanticipated
difficulties or expenditures relating to the proposed merger; legal
proceedings, judgments or settlements, including those that may be
instituted against the Company, the Company’s board of directors,
executive officers and others following the announcement of the
proposed merger; disruptions of current plans and operations caused
by the announcement and pendency of the proposed merger; potential
difficulties in employee retention due to the announcement and
pendency of the proposed merger; the response of customers,
suppliers, business partners and regulators to the announcement of
the proposed merger; the state of the economy and the level of
discretionary consumer spending, including changes in consumer
preferences, demand for firearms and ammunition, and demographic
trends; adverse changes in the capital and credit markets or the
availability of capital and credit; the Company’s ability to
successfully execute the Company’s omni-channel strategy;
increasing competition in the outdoor sporting goods industry and
for credit card products and reward programs; the cost of the
Company’s products, including increases in fuel prices; the
availability of the Company’s products due to political or
financial instability in countries where the goods the Company
sells are manufactured; supply and delivery shortages or
interruptions, and other interruptions or disruptions to the
Company’s systems, processes, or controls, caused by system changes
or other factors; increased or adverse government regulations,
including regulations relating to firearms and ammunition; the
Company’s ability to protect the Company’s brand, intellectual
property, and reputation; the Company’s ability to prevent
cybersecurity breaches and mitigate cybersecurity risks; the
outcome of litigation, administrative, and/or regulatory matters
(including the ongoing audits by tax authorities and compliance
examinations by the Federal Deposit Insurance Corporation
(“FDIC”)); the Company’s ability to manage credit, liquidity,
interest rate, operational, legal, regulatory capital, and
compliance risks; the Company’s ability to increase credit card
receivables while managing credit quality; the Company’s ability to
securitize the Company’s credit card receivables at acceptable
rates or access the deposits market at acceptable rates; the impact
of legislation, regulation, and supervisory regulatory actions in
the financial services industry; and other risks, relevant factors,
and uncertainties identified in the Company’s filings with the
Securities and Exchange Commission (“SEC”) (including the
information set forth in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, and in subsequent filings), which filings are
available at the SEC’s website at www.sec.gov. Given the risks and
uncertainties surrounding forward-looking statements, you should
not place undue reliance on these statements. The Company’s
forward-looking statements speak only as of the date of this
document. Other than as required by law, the Company undertakes no
obligation to update or revise forward-looking statements, whether
as a result of new information, future events, or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170605005514/en/
Media:Cabela’s IncorporatedCorporate Communications,
308-255-1204Media.Communications@cabelas.comorJoele Frank,
Wilkinson Brimmer KatcherMichael Freitag / Scott Bisang,
212-355-4449Jed Repko / Joe Millsap,
415-869-3950orInvestors:Cabela’s IncorporatedAndrew
Weingardt, 308-255-7428
Cabelas (NYSE:CAB)
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