The Sportsman's Guide to be Acquired by Redcats USA for $31 Per Share in Cash
05 Mai 2006 - 6:52AM
Business Wire
The Sportsman's Guide, Inc. (Nasdaq:SGDE), a leading catalog and
online marketer of outdoor and sports gear, and Redcats USA, Inc.,
a leading catalog and online marketer of apparel and home products
operating in North America, announced today that The Sportsman's
Guide has entered into a definitive agreement pursuant to which VLP
Corporation, a wholly owned subsidiary of Redcats USA, will acquire
all of the outstanding shares of The Sportsman's Guide in a cash
merger for a price of $31 per share. The $31 per share price
represents a 20.2% premium over the three-month average trading
price of $25.80 and a 14.8% premium over yesterday's closing price.
The transaction values The Sportsman's Guide at approximately $265
million, including the value of outstanding stock options. The
board of directors of The Sportsman's Guide has unanimously
approved the merger agreement and has agreed to recommend to The
Sportsman's Guide's shareholders that they vote to adopt the merger
agreement and approve the merger. The transaction is expected to
close during the third calendar quarter of this year, and is
subject to The Sportsman's Guide shareholder approval, as well as
other customary closing conditions, including the expiration of the
Hart-Scott-Rodino waiting period. The transaction is not subject to
financing. Gregory R. Binkley, President and Chief Executive
Officer of The Sportsman's Guide, stated, "We are pleased to make
today's announcement. We believe that the price is consistent with
management's goal of maximizing shareholder value and we believe
that Redcats USA represents a great fit for the Company, its
customers, associates and managers." Eric Faintreny, Redcats USA's
CEO, said, "The Sportsman's Guide is a great company, with an
outstanding product range. We look forward to working with Greg
Binkley, his management team and employees to take The Sportsman's
Guide and its Golf Warehouse subsidiary to a further step of
development." Mr. Binkley will remain CEO of The Sportsman's Guide
following the merger. He and other members of The Sportsman's Guide
and The Golf Warehouse senior management have entered into new
employment agreements to remain with the companies post-merger.
ABOUT THE SPORTSMAN'S GUIDE The Sportsman's Guide is a
multi-channel direct marketer of value-priced outdoor gear and
general merchandise, with a special emphasis on outdoor clothing,
outdoor equipment, sporting goods, golf apparel and equipment and
footwear. The company sells through both Internet Web sites and
catalogs. The Company's websites include www.sportsmansguide.com,
www.tgw.com, www.bargainoutfitters.com, www.baseballsavings.com and
www.softballsavings.com. Investors can access information about the
company at www.sportsmansguideir.com. ABOUT REDCATS USA Redcats USA
is a leading catalog and online marketer of apparel and home
products, operating in North America. Its primary brands are
Chadwick's(R), Roaman's(R), Jessica London(R), KingSize(R) and
BrylaneHome(R). Redcats USA is a wholly owned subsidiary of the
Redcats Group, the world's third largest catalog and online group
in apparel and home products operating in 26 countries, through 17
brands with a staff of 20,000 associates and a turnover of 4.37
billion euros in 2005. Redcats Group is a member of the PPR group
of companies. The shares of PPR S.A. are listed on Euronext Paris
(#121485, PRTP.PA, PPFP). For more information, please visit
www.ppr.com. FORWARD-LOOKING STATEMENTS This document includes
statements that do not directly or exclusively relate to historical
facts. Such statements are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking
statements include statements regarding benefits of the proposed
transaction, expected cost savings and anticipated future financial
operating performance and results, including estimates of growth.
These statements are based on the current expectations of
management of The Sportsman's Guide. There are a number of risks
and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
document. For example, (1) The Sportsman's Guide may be unable to
obtain shareholder approval required for the transaction; (2) The
Sportsman's Guide may be unable to obtain regulatory approvals
required for the transaction, or required regulatory approvals may
delay the transaction or result in the imposition of conditions
that could have a material adverse effect on The Sportsman's Guide
or cause the parties to abandon the transaction; (3) conditions to
the closing of the transaction may not be satisfied; (4) the
transaction may involve unexpected costs or unexpected liabilities;
(5) the credit ratings of The Sportsman's Guide or its subsidiaries
may be different from what the parties expect; (6) the businesses
of The Sportsman's Guide may suffer as a result of uncertainty
surrounding the transaction; (7) the industry may be subject to
future regulatory or legislative actions that could adversely
affect The Sportsman's Guide; and (8) The Sportsman's Guide may be
adversely affected by other economic, business, and/or competitive
factors. Additional factors that may affect the future results of
The Sportsman's Guide are set forth in its filings with the
Securities and Exchange Commission ("SEC"). The Sportsman's Guide
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. ADDITIONAL INFORMATION AND WHERE TO
FIND IT In connection with the proposed transaction, a proxy
statement of The Sportsman's Guide and other materials will be
filed with SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND
THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPORTSMAN'S GUIDE
AND THE PROPOSED TRANSACTION. Investors will be able to obtain free
copies of the proxy statement (when available) as well as other
filed documents containing information about The Sportsman's Guide
at http://www.sec.gov, SEC's Web site. Free copies of The
Sportsman's Guide's SEC filings are also available by directing a
request to The Sportsman's Guide, Inc., 411 Farwell Avenue, South
St. Paul, MN 55075, Attention: Investor Relations. PARTICIPANTS IN
THE SOLICITATION The Sportsman's Guide and its executive officers
and directors and VLP Corporation, a wholly owned subsidiary of
Redcats USA, Inc. may be deemed, under SEC rules, to be
participants in the solicitation of proxies from The Sportsman's
Guide shareholders with respect to the proposed transaction.
Information regarding the executive officers and directors of The
Sportsman's Guide is included in its definitive proxy statement for
its 2006 annual meeting filed with the SEC on March 21, 2006. More
detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the
proposed transaction.
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