UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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Cabela’s Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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
I’m 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 today’s 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 Cabela’s Operating Plan.
Revised Terms of the Agreements
| • | 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 World’s Foremost Bank. |
| • | 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. |
| • | We also revised the terms of the merger agreement with Bass Pro Shops. Under the amended 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. |
Staying the Course
| • | Just as we originally announced last October, upon completion of the transactions Capital One will become the exclusive issuing partner of Cabela’s branded CLUB Visa Program. |
| • | Capital One also plans to continue operating the Cabela’s 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. |
Importantly, this announcement doesn’t 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 Cabela’s 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 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 definitive proxy statement regarding the proposed merger and other relevant materials to be filed with the SEC when they become available.