Textron Inc. Announces Completion of Initial Offering Period and Intent to Exercise Top Up Option and Complete Merger
March 06 2017 - 7:00AM
Business Wire
Textron Inc. (NYSE:TXT) announced today the successful
completion of the cash tender offer by Aces Acquisition Corp.
(“Purchaser”), an indirect wholly
owned subsidiary of Textron, for all of the issued and outstanding
shares of common stock (the “Shares”)
of Arctic Cat Inc. (NASDAQ: ACAT), which expired at 5:00 p.m., New
York City time, on March 3, 2017.
Wells Fargo Bank, N.A., the depositary for the tender offer, has
indicated that, as of the expiration of the tender offer,
10,320,282 Shares had been tendered into and not properly withdrawn
from the tender offer. These Shares represent approximately 79% of
the outstanding Shares and 73% of the Shares on a fully diluted
basis (as determined pursuant to the Agreement and Plan of Merger,
dated January 24, 2017 (the “Merger
Agreement”), among Textron, Purchaser and Arctic Cat). In
addition, the depositary has received commitments to tender
approximately 344,208 Shares in accordance with the guaranteed
delivery procedures, which, when combined with the Shares tendered
and not properly withdrawn from the tender offer, represent
approximately 82% of the outstanding Shares and 75% of the Shares
on a fully diluted basis (as determined pursuant to the Merger
Agreement). All Shares that were validly tendered into the tender
offer and not properly withdrawn have been accepted for
payment.
Textron announced that Purchaser intends to exercise its option
(the “Top Up 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 will represent at least one Share more than 90% of the
Shares on a fully diluted basis (as determined pursuant to the
Merger Agreement). Textron then intends to cause Purchaser to
effect a “short-form” merger under Minnesota law as promptly as
practicable following the exercise of the Top Up Option, without
the need for a meeting of the shareholders of Arctic Cat.
As a result of the merger, each outstanding Share (other than
Shares owned by (a) Textron or Purchaser or any other subsidiary of
Textron or (b) any shareholder of Arctic Cat who is entitled to and
properly demands and exercises dissenters’ rights with respect to
such Shares pursuant to, and complies in all respects with, the
applicable provisions of Minnesota law) will at the effective time
of the merger be converted into the right to receive $18.50,
payable net to the holder thereof in cash, without interest,
subject to any withholding of taxes required by applicable law.
After the merger, Arctic Cat will be an indirect wholly owned
subsidiary of Textron, the 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 Textron Inc.
Textron Inc. is a multi-industry company that leverages its
global network of aircraft, defense, industrial and finance
businesses to provide customers with innovative solutions and
services. Textron is known around the world for its powerful brands
such as Bell Helicopter, Cessna, Beechcraft, Hawker, Jacobsen,
Kautex, Lycoming, E-Z-GO, Greenlee, Textron Off Road, Textron
Systems, and TRU Simulation + Training. For more information
visit: www.textron.com.
Certain statements in this press release may describe
strategies, goals, outlook or other non-historical matters; these
forward-looking statements speak only as of the date on which they
are made, and we undertake no obligation to update them. These
statements are subject to known and unknown risks, uncertainties,
and other factors that may cause our actual results to differ
materially from those expressed or implied by such forward-looking
statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170306005360/en/
Textron Inc.Investors:Eric Salander, 401-457-2288D’Ante
Natili, 401-457-2288orMedia:David Sylvestre,
401-457-2362
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