Offer Price Subject to Reduction From
$1.20 to $1.04
Offer Expires at 12 Midnight New York
City Time at the End of Friday, August 1, 2014
Sport Chalet, Inc. (Nasdaq:SPCHA) (Nasdaq:SPCHB) announces that,
subject to withdrawal rights, the minimum tender condition to the
cash tender offer for all outstanding Class A and Class B shares
(the "Shares") of Sport Chalet (the "Offer") commenced by an
affiliate of Vestis Retail Group, LLC ("Vestis") pursuant to the
Agreement and Plan of Merger announced on June 30, 2014 (the
"Merger Agreement"), has been satisfied. The minimum tender
condition required that the number of Shares tendered in the Offer,
when combined with the Shares that Vestis has agreed to purchase
from Sport Chalet's founding family members, represents at least a
majority of the voting power of Sport Chalet. The Offer expires at
12:00 Midnight New York City time, at the end of Friday, August 1,
2014 (the "Expiration Time").
In order for tendering stockholders to receive the current offer
price of $1.20 per Share, the total number of Shares tendered in
the Offer prior to the Expiration Time, together with the Shares
that Vestis has agreed to purchase from Sport Chalet's founding
family members (for $0.75 per share), must constitute at least 90%
of each class of Shares. If the threshold of 90% of each
class is not reached, the $1.20 price will be reduced to $1.04.
Therefore, to increase the likelihood of receiving consideration of
$1.20 per Share, Sport Chalet stockholders are encouraged to tender
their Shares in the Offer prior to the Expiration Time.
Any Shares not acquired in the Offer are expected to be acquired
pursuant to a second-step merger at the same price as paid for
Shares tendered in the Offer. Stockholders with questions about the
Offer are asked to contact Georgeson Inc., the information agent
for the Offer, at (866) 856-6388.
As previously described, the Board of Directors of Sport Chalet
unanimously recommends that stockholders of Sport Chalet tender
their shares in the Offer.
If the threshold of 90% of each class is not reached, the $1.20
price will be reduced to $1.04, and the Offer will be extended for
10 business days, during which stockholders will have withdrawal
rights described in the offer to purchase previously distributed to
Sport Chalet stockholders.
This press release and the description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Sport Chalet. Vestis has filed with the Securities
and Exchange Commission ("SEC") a Tender Offer Statement on
Schedule TO containing an offer to purchase, forms of letters of
transmittal, and other documents relating to the tender offer and
Sport Chalet has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. Vestis and
Sport Chalet have mailed these documents to stockholders of Sport
Chalet. These documents contain important information about
the tender offer and stockholders of Sport Chalet are urged to read
them carefully. Stockholders of Sport Chalet are able to
obtain a free copy of these documents and other documents filed by
Sport Chalet with the SEC at www.sec.gov. In addition, stockholders
are able to obtain a free copy of these documents from Georgeson
Inc. or from Vestis.
About Sport Chalet
Sport Chalet (Nasdaq:SPCHA) (Nasdaq:SPCHB) is a premier, full
service specialty sporting goods retailer featuring the industry's
top sports brands in apparel, footwear, and sports
equipment. Founded in 1959 by Norbert Olberz, the company has
50 stores in Arizona, California, Nevada and Utah; an online store
at www.sportchalet.com; and a Team Sales division; and offers more
than 50 specialty services for the sports enthusiast, including
online same day delivery, climbing, backcountry skiing, ski
mountaineering, avalanche education, and mountain trekking
instruction, car rack installation, snowboard and ski rental and
repair, Scuba training and certification, Scuba boat charters, gait
analysis, baseball/softball glove steaming and lacing, racquet
stringing, and bicycle tune-up and repair at its store
locations. For more information, visit Sport Chalet at
www.sportchalet.com.
About Vestis Retail Group
Based in Connecticut, Vestis Retail Group was formed by Versa
Capital Management and encompasses Bob's Stores (Bob's) and Eastern
Mountain Sports (EMS). Bob's is a 60-year-old, award-winning
Northeastern retailer of value-oriented footwear, apparel and work
wear. EMS is the second largest U.S. multi-channel retailer of
human-powered outdoor sports apparel and equipment with stores in
the Northeastern and Mid-Atlantic states. More information is
available at www.bobstores.com and www.ems.com.
About Versa Capital Management, LLC
Based in Philadelphia, PA, Versa Capital Management is a private
equity investment firm with more than $1.4 billion of assets under
management focused on control investments in special situations
involving middle market companies where value and performance
growth can be achieved through enhanced operational and financial
management. Versa's portfolio includes retailers Avenue
Stores, EMS and Bob's Stores; restaurants such as Black Angus
Steakhouses; community newspapers under Civitas Media; and
manufacturers that service a variety of industries. More
information can be found at www.versa.com.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of and made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are
forward-looking statements, including all statements regarding the
intent, belief or current expectation of the companies and members
of their senior management teams. These forward-looking statements
involve significant risks and uncertainties, including those
discussed below and others that can be found in Sport Chalet's Form
10-K for the year ended March 30, 2014, and in any subsequent
periodic reports from Sport Chalet on Form 10-Q and Form 8-K.
Vestis and Sport Chalet are providing this information as of the
date of this news release and do not undertake any obligation to
update any forward-looking statements contained in this document as
a result of new information, future events or otherwise.
Forward-looking statements can be identified by the use of words
such as "will," "could," "should," "may," "anticipate," "expect,"
"intend," "estimate," "believe," "project," "plan," "potential,"
"continue," or other similar expressions.
Forward-looking statements include, without limitation,
statements regarding business combinations and similar
transactions, prospective performance and opportunities, and the
outlook for Vestis's and Sport Chalet's businesses, performance and
opportunities; the expected timing of the completion of the
transactions contemplated by the Merger Agreement; the ability to
complete the transactions considering the various closing
conditions; and any assumptions underlying any of the
foregoing. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties and are cautioned not to place
undue reliance on these forward-looking statements. Actual
results may differ materially from those currently anticipated due
to a number of risks and uncertainties. Risks and
uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include:
uncertainties regarding the two companies' ability to integrate
successfully; uncertainties as to the timing of the Offer and the
second-step merger (the "Merger"); uncertainties as to how many of
Sport Chalet's stockholders will tender their stock in the Offer;
the possibility that competing offers will be made; the failure of
Sport Chalet's stockholders to approve the Merger; the failure to
complete the Offer or the Merger in the timeframe expected by the
parties or at all; the possibility that various closing conditions
for the transactions may not be satisfied or waived; Sport Chalet's
ability to maintain relationships with employees, customers, or
suppliers; the negative effect of the economic downturn and the
lack of winter weather on the Sport Chalet's sales; limitations on
borrowing under Sport Chalet's credit facilities; Sport Chalet's
ability to control operating expenses and costs; the competitive
environment of the sporting goods industry in general and in
Sport Chalet's specific market areas; the challenge of maintaining
Sport Chalet's competitive position; Sport Chalet's ability to
maintain the growth of its Team Sales Division and online business;
Sport Chalet's ability to regain or subsequently maintain
compliance with the requirements for continued listing of its
common stock; and changes in costs of goods and
services. These and other risks are more fully described in
Sport Chalet's filings with the SEC.
CONTACT: Information Agent:
Georgeson Inc.
(866) 856-6388
Sport Chalet Contact:
Howard Kaminsky, Chief Financial Officer
investorrelations@sportchalet.com
(818) 949-5300 ext. 728
(MM) (NASDAQ:SPCHA)
Historical Stock Chart
From Oct 2024 to Nov 2024
(MM) (NASDAQ:SPCHA)
Historical Stock Chart
From Nov 2023 to Nov 2024
