Cabela's (CAB) Re-Filed HSR Act Notification With FTC and DOJ
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Cabela's (NYSE: CAB) disclosed in an SEC filing:
As previously disclosed, on October 3, 2016, Cabela’s Incorporated, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Bass Pro Group, LLC, a Delaware limited liability company (“Parent”), Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and the Company, providing for, on the terms and subject to the conditions set forth in the Merger Agreement, the merger of Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”).
On October 25, 2016, the Company and Parent filed their respective notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with the Antitrust Division of the Department of Justice (the “DOJ”) and the United States Federal Trade Commission (the “FTC”), which triggered the start of the HSR Act waiting period. The statutory waiting period was originally scheduled to expire on November 25, 2016. Effective November 25, 2016, with the Company’s prior consent, Parent voluntarily withdrew its HSR Act notification to provide the FTC an extension beyond the initial 30-day HSR Act waiting period to conduct its review. On November 29, 2016, Parent re-filed its HSR Act notification with the FTC and DOJ. The new waiting period under the HSR Act will expire on December 29, 2016, unless the DOJ or FTC grants early termination of the HSR Act waiting period or formally requests additional information concerning the Merger.
On October 25, 2016, the Company and Parent each filed with the Canadian Competition Bureau (the “Bureau”) pre-merger notification forms pursuant to Section 114(1) of the Competition Act (Canada) (the “Competition Act”), which triggered the start of the 30-day statutory waiting period under the Competition Act. The waiting period was originally scheduled to expire on November 24, 2016, unless a Supplementary Information Request (“SIR”) was issued by the Bureau pursuant to subsection 114(2) of the Competition Act. On November 24, 2016, the Company and Parent each received from the Bureau a SIR pursuant to subsection 114(2) of the Competition Act. The issuance of a SIR does not indicate that the Bureau has concluded that the transaction raises competition concerns. The SIR reflects a determination by the Bureau that it requires additional information to assess the proposed transaction. The Bureau’s decision has the effect of extending the waiting period applicable to the Merger under the Competition Act, before which the transaction is prohibited by law to close, until 30 days after the day on which the information requested in the SIR has been received by the Bureau from all SIR recipients. The Company and Parent intend to cooperate fully with this request.
Completion of the Merger remains subject to Company stockholder approval and other customary closing conditions, including (i) the expiration or termination of any applicable waiting period (and any extension thereof) under the HSR Act and (ii) the absence of any order, verdict, decision, writ, judgment, injunction, decree, rule, ruling, directive, stipulation, determination or award by a governmental entity of competent jurisdiction that is in effect and renders the Merger illegal, or prohibits, enjoins or otherwise prevents the Merger.
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