According to the Complaint, On January 25, 2017, Arctic Cat issued a press release announcing entry into an Agreement and Plan of Merger dated January 24, 2017 (the “Merger Agreement”) to sell Arctic Cat to Textron. Under the terms of the Merger Agreement, Textron will acquire all outstanding shares of Arctic Cat for $18.50 in cash per share of Arctic Cat common stock (the “Merger Consideration”). Textron, through Purchaser, commenced the Tender Offer on February 2, 2017. The Tender Offer is scheduled to expire at 5:00 p.m. New York City Time on March 3, 2017. The Proposed Transaction is valued at approximately $247 million.
The Complaint alleges on February 2, 2017, Arctic Cat filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC (the “Recommendation Statement”) that omitted or misrepresented material information regarding the Proposed Transaction in violation of Sections 14(d)(4), 14(e) and 20(a) of the Exchange Act. The Recommendation Statement, which recommends that Arctic Cat stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Arctic Cat management’s projections, utilized by the Company’s financial advisor, Robert W. Baird & Co. Incorporated (“Baird”) in its financial analyses; (ii) the valuation analyses performed by Baird in connection with the rendering of its fairness opinion; and (iii) the background and sale process leading up to the Proposed Transaction.
Pursuant to a stipulation by the parties, this case was ordered dismissed on March 21, 2017.