Synovus Bank to Acquire Assets and Deposits of
World’s Foremost Bank; Capital One to Acquire Credit Card Assets
and Related Liabilities and Become Long-term Cabela’s Credit Card
Issuing Partner
Cabela’s Shareholders to Receive $61.50 Per
Share Under Amended Bass Pro Shops Merger Agreement
Transaction Expected to Close in Third Quarter
of 2017 Subject to Cabela’s Shareholder Approval, Regulatory
Approvals and Customary Closing Conditions
Cabela’s Incorporated (NYSE:CAB) today announced that it has
entered into agreements with subsidiaries of Synovus Financial
Corp. (NYSE:SNV) and Capital One Financial Corporation (NYSE:COF)
(“Capital One”) (the “Bank Transaction Agreements”) in connection
with the sale of the assets and liabilities of Cabela’s wholly
owned bank subsidiary, World’s Foremost Bank (the “Bank”).
Under the terms of the Bank Transaction Agreements, Synovus Bank
(“Synovus”), a bank subsidiary of Synovus Financial Corp., a
financial services company based in Columbus, Georgia, with
approximately $30 billion in assets, will acquire certain assets
and assume certain liabilities of the Bank, including deposits
totaling approximately $1.2 billion. Following the completion of
the sale of the Bank’s assets and liabilities, Synovus will sell
the Bank’s credit card assets and related liabilities to Capital
One. Synovus will retain the Bank’s deposits.
As originally announced, Capital One will be the exclusive
issuing partner of Cabela's branded CLUB Visa program pursuant to a
10-year program agreement. Capital One intends to continue to
operate the Cabela’s CLUB servicing center in Lincoln,
Nebraska.
Cabela’s also announced that it has amended the terms of the
definitive merger agreement signed on October 3, 2016, under which
Bass Pro Shops will acquire Cabela’s (the “Amended Merger
Agreement”). Under the Amended Merger Agreement, Bass Pro Shops
will acquire Cabela’s for $61.50 per share in cash, representing an
aggregate transaction value of approximately $5.0 billion. Cabela’s
Board of Directors unanimously approved the transaction, which is
expected to close in the third quarter of 2017, subject to Cabela’s
shareholder approval, regulatory approvals and other customary
closing conditions. Additional detail about the Amended Merger
Agreement can be found in the Form 8-K that Cabela’s will file with
the Securities and Exchange Commission.
“We’re excited to announce this agreement, which allows us to
look ahead with greater certainty toward the completion of our
merger with Bass Pro Shops and offers a positive step forward for
all parties,” said Tommy Millner, Cabela’s Chief Executive Officer.
“We look forward to completing these transactions for the benefit
of our shareholders, Outfitters and outdoor enthusiasts.”
Johnny Morris, founder and CEO of Bass Pro Shops said, “We
remain excited about the exceptional opportunity we have to
continue to serve sportsmen and sportswomen by bringing together
Cabela’s, Bass Pro Shops and White River Marine Group. Today’s
announcement is an important step forward and we are excited about
the opportunity to continue celebrating the great Cabela’s brand
with ours as one unified outdoor family for our customers and for
conservation.”
The Bass Pro Shops merger remains subject to approval by
Cabela’s shareholders, as well as antitrust clearance and other
customary closing conditions. The Bank transaction is subject to
regulatory approvals by Synovus’s primary bank regulators and other
customary closing conditions. The Bank transaction will close
immediately prior to the closing of the Bass Pro Shops merger.
Guggenheim Securities served as exclusive financial advisor to
Cabela’s and Sidley Austin LLP and Koley Jessen P.C., L.L.O. served
as Cabela’s legal counsel with expert advice from Sullivan &
Cromwell LLP.
The Kessler Group and Credit Suisse acted as financial advisers
to Capital One and Wachtell, Lipton, Rosen & Katz and Chapman
and Cutler acted as legal advisers.
About Cabela’s Incorporated
Cabela’s Incorporated, headquartered in Sidney, Nebraska,
is a leading specialty omni-channel retailer of hunting, fishing,
camping, shooting sports, and related outdoor merchandise. Since
the Company’s founding in 1961, Cabela’s® has grown to become one
of the most well-known outdoor recreation brands in the world, and
has long been recognized as the World’s Foremost Outfitter®.
Cabela’s offers a wide and distinctive selection of high-quality
outdoor products at competitive prices while providing superior
customer service. Cabela’s also issues the Cabela’s CLUB® Visa
credit card, which serves as its primary customer loyalty rewards
program. Cabela’s stock is traded on the New York Stock
Exchange under the symbol “CAB”.
About Bass Pro Shops
Bass Pro Shops is a leading destination retailer offering
outdoor gear and apparel in an immersive setting. Founded in 1972
when avid young angler Johnny Morris began selling tackle out of
his father’s liquor store in Springfield, Missouri, today more than
100 retail and marine centers host 120 million people annually.
Bass Pro Shops also operates White River Marine Group, offering an
unsurpassed collection of industry-leading boat brands, and Big
Cedar Lodge, America’s Premier Wilderness Resort. Under the
visionary conservation leadership of Johnny Morris, Bass Pro Shops
is known as a national leader in protecting habitat and introducing
families to the outdoors and has been named by Forbes as “one of
America’s Best Employers.”
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a
financial holding company whose subsidiaries, which
include Capital One, N.A., and Capital One Bank (USA),
N.A., had $236.8 billion in deposits and $357.0
billion in total assets as of December 31, 2016.
Headquartered in McLean, Virginia, Capital
One offers a broad spectrum of financial products and services
to consumers, small businesses and commercial clients through a
variety of channels. Capital One, N.A. has branches
located primarily in New
York, Louisiana, Texas, Maryland, Virginia, New
Jersey and the District of Columbia. A Fortune 500
company, Capital One trades on the New York Stock
Exchange under the symbol "COF" and is included in
the S&P 100 index.
About Synovus
Synovus Financial Corp. is a financial services company based in
Columbus, Georgia, with approximately $30 billion in assets.
Synovus provides commercial and retail banking, investment, and
mortgage services to customers through 28 locally-branded
divisions, 248 branches, and 327 ATMs in Georgia, Alabama, South
Carolina, Florida, and Tennessee. Synovus Bank, a wholly owned
subsidiary of Synovus, was recognized as one of America's Most
Reputable Banks by American Banker and the Reputation Institute in
2016 and 2015, and was named “Best Regional Bank, Southeast” by
MONEY Magazine for 2016-17. Synovus is on the web at synovus.com,
on Twitter @synovus, and on LinkedIn at
http://linkedin.com/company/synovus.
ADDITIONAL INFORMATION REGARDING THE TRANSACTION 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 Cabela’s
Incorporated (the “Company”) or the solicitation of any vote or
approval. This communication is being made in respect of the
proposed merger transaction involving the Company, Bass Pro Group,
LLC (“Bass Pro Group”) and a wholly-owned subsidiary of Bass Pro
Group. 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 regarding the proposed merger. However,
such documents are not currently available. The definitive proxy
statement regarding the proposed merger will be mailed 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,
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 Company’s
website at www.cabelas.com under the heading “SEC Filings” in the
“Investor Relations” portion of the Company’s 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 Company’s 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 preliminary and definitive proxy statements and
other relevant materials to be filed with the SEC when they become
available.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” that are
based on the Company’s beliefs, assumptions, and expectations of
future events, taking into account the information currently
available to the Company. All statements other than statements of
current or historical fact contained in this report are
forward-looking statements. The words “believe,” “may,” “should,”
“anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,”
“plan,” “confident,” and similar statements are intended to
identify forward-looking statements. Forward-looking statements
involve risks and uncertainties that may cause the Company’s actual
results, performance, or financial condition to differ materially
from the expectations of future results, performance, or financial
condition the Company expresses or implies in any forward-looking
statements. These risks and uncertainties include, but are not
limited to: the satisfaction of the conditions precedent to the
consummation of the proposed merger, including, without limitation,
the receipt of stockholder and regulatory approvals; unanticipated
difficulties or expenditures relating to the proposed merger; legal
proceedings, judgments or settlements, including those that may be
instituted against the Company, the Company’s board of directors,
executive officers and others following the announcement of the
proposed merger; disruptions of current plans and operations caused
by the announcement and pendency of the proposed merger; potential
difficulties in employee retention due to the announcement and
pendency of the proposed merger; the response of customers,
suppliers, business partners and regulators to the announcement of
the proposed merger; the state of the economy and the level of
discretionary consumer spending, including changes in consumer
preferences, demand for firearms and ammunition, and demographic
trends; adverse changes in the capital and credit markets or the
availability of capital and credit; the Company’s ability to
successfully execute the Company’s omni-channel strategy;
increasing competition in the outdoor sporting goods industry and
for credit card products and reward programs; the cost of the
Company’s products, including increases in fuel prices; the
availability of the Company’s products due to political or
financial instability in countries where the goods the Company
sells are manufactured; supply and delivery shortages or
interruptions, and other interruptions or disruptions to the
Company’s systems, processes, or controls, caused by system changes
or other factors; increased or adverse government regulations,
including regulations relating to firearms and ammunition; the
Company’s ability to protect the Company’s brand, intellectual
property, and reputation; the Company’s ability to prevent
cybersecurity breaches and mitigate cybersecurity risks; the
outcome of litigation, administrative, and/or regulatory matters
(including the ongoing audits by tax authorities and compliance
examinations by the Federal Deposit Insurance Corporation
(“FDIC”)); the Company’s ability to manage credit, liquidity,
interest rate, operational, legal, regulatory capital, and
compliance risks; the Company’s ability to increase credit card
receivables while managing credit quality; the Company’s ability to
securitize the Company’s credit card receivables at acceptable
rates or access the deposits market at acceptable rates; the impact
of legislation, regulation, and supervisory regulatory actions in
the financial services industry; and other risks, relevant factors,
and uncertainties identified in the Company’s filings with the
Securities and Exchange Commission (“SEC”) (including the
information set forth in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, and in subsequent filings), which filings are
available at the SEC’s website at www.sec.gov. Given the risks and
uncertainties surrounding forward-looking statements, you should
not place undue reliance on these statements. The Company’s
forward-looking statements speak only as of the date of this
document. Other than as required by law, the Company undertakes no
obligation to update or revise forward-looking statements, whether
as a result of new information, future events, or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170417005865/en/
Media:For Cabela’sCabela’s IncorporatedCorporate
Communications 308-255-1204Media.Communications@cabelas.comorJoele
Frank, Wilkinson Brimmer KatcherMichael Freitag / Scott Bisang,
212-355-4449Jed Repko / Joe Millsap, 415-869-3950orFor Capital
OneSie Soheili, 703-720-3929Sie.Soheili@capitalone.comorFor
Bass Pro ShopsBass Pro Shops Media
Center417-873-4567press@basspro.comorSard Verbinnen & CoBryan
Locke / Debbie Miller / Jacob Crows, 312-895-4700orFor
SynovusLee Underwood, 706-644-0528orInvestors:Cabela’s
IncorporatedAndrew Weingardt, 308-255-7428orCapital OneDanielle
Dietz, 703-720-2455Danielle.Dietz@capitalone.comorSynovus Financial
Corp.Bob May, 706-649-3555
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