Arctic Cat Inc. on Monday announced that Textron Inc. 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 has accepted for payment all outstanding shares of Arctic Cat validly tendered and not properly withdrawn as of the expiration time of the tender offer (excluding shares delivered pursuant to notices of guaranteed delivery that have not yet been delivered in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.