Additional Proxy Soliciting Materials (definitive) (defa14a)
April 17 2017 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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Cabelas Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing party:
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(4)
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Date Filed:
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To:
All Outfitters
From:
Tommy Millner, Chief Outfitter
Date:
April 17, 2017
Re:
Important Progress on Merger Agreement with Bass Pro Shops
Im reaching out with an important update on the progress of our merger with Bass Pro Shops. Today we announced some changes to our agreements with Bass
Pro Shops and Capital One, and I will summarize those changes below. Before I do so I want to make it clear that todays announcement is positive in that it adds certainty around the completion of our merger, but does not change our efforts in
the short-term in executing against the 2017 Cabelas Operating Plan.
Revised Terms of the Agreements
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First, we revised the terms of the bank transaction with Capital One. Under the amended terms, Synovus Bank, a financial services company based in Columbus, Georgia, will acquire certain assets and assume certain
liabilities from Worlds Foremost Bank.
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Following the completion of the above transaction, Synovus will retain the deposits and immediately thereafter sell the credit card assets and related liabilities of the Bank to Capital One.
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We also revised the terms of the merger agreement with Bass Pro Shops. Under the amended agreement, Bass Pro Shops will acquire Cabelas for $61.50 per share in cash, representing an aggregate transaction value of
approximately $5.0 billion.
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Staying the Course
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Just as we originally announced last October, upon completion of the transactions Capital One will become the exclusive issuing partner of Cabelas branded CLUB Visa Program.
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Capital One also plans to continue operating the Cabelas CLUB servicing center in Lincoln, Nebraska. All letters of intent previously made to CLUB Outfitters by Capital One or Bass Pro Shops remain valid and those
employees are expected to transition, as previously communicated.
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Importantly, this announcement doesnt change our focus on
delivering for our customers.
As always, if you receive any questions from the media or other outside parties, please forward them to Christine Wamsley
at (308) 255-1204.
Additional Information 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 Cabelas Incorporated (the
Company) or the solicitation of any vote or approval. This communication is being made in respect of the proposed merger involving the Company, Bass Pro Group, LLC (Bass Pro Group) and a wholly-owned subsidiary of Bass Pro
Group, among other things. The proposed merger of the Company will be submitted to the stockholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the Securities and Exchange
Commission (the SEC), including a definitive proxy statement. However, such documents are not currently available. The definitive proxy statement regarding the proposed merger will be made available to the stockholders of the Company.
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 WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free
copies of the definitive proxy statement regarding the proposed merger, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Companys website at www.cabelas.com under the heading SEC Filings in the Investor
Relations portion of the Companys 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 Companys 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, will be contained in the definitive proxy statement regarding the proposed merger and other relevant materials to be filed with
the SEC when they become available.
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