Polaris Industries Inc. (Delaware) entered into a letter of intent to acquire WSI Industries, Inc. (NasdaqCM:WSCI) from Michael J. Pudil, Burton F. Myers II, James D. Hartman, Jack R. Veach, Paul D. Sheely and others for $20.8 million on July 5, 2018. Polaris Industries Inc. (Delaware) entered into an agreement to acquire WSI Industries, Inc. (NasdaqCM:WSCI) on September 5, 2018. Under the terms of the transaction, each common stock of WSI Industries will be converted into the right to receive $7 in cash and each unexercised stock option (including tandem stock appreciation rights) will be cancelled in exchange for an amount in cash equal to the excess, if any, of the merger consideration over the exercise price per share of common stock subject to such option multiplied by the number of shares of common stock subject to such option. Polaris Industries Inc. will finance the merger and related expenses with its cash on hand and other available financial resources. As a result of the merger, WSI Industries will thereby become a wholly-owned subsidiary of Polaris Industries. WSI Industries will pay the termination fee of $0.81 million to Polaris Industries, upon the termination of agreement relating to a failure by WSI Industries and Polaris Industries is required to pay the reverse termination fee of $1.6 million to WSI Industries, if the agreement is terminated by Polaris Industries. Polaris will manage WSI Industries as a distinct operation reporting into Pucel’s Global Operations organization and will maintain its facility in Monticello, Minnesota. The transaction is subject to customary conditions including the WSI shareholder approval. The transaction has been approved by the Board of Directors of Polaris Industries. The transaction has been unanimously approved by the Board of Directors of WSI Industries on September 5, 2018. The merger is not conditioned upon receipt of financing by Polaris Industries. The consummation of the merger is not conditioned on any antitrust or competition law regulatory filings in the United States or in any other jurisdiction. The directors and executive officers of WSI, who collectively beneficially own approximately 4.2% of our outstanding shares of WSI as of September 5, 2018, have entered into a voting agreement to vote the shares beneficially owned by them in favor of approval of the merger proposal. The board of directors of WSI determined to form a special committee consisting of James D. Hartman, Burton F. Myers II and Jack R. Veach, and appointed Burton F. Myers the chair of the special committee for the transaction. The transaction is expected to close in the fourth quarter of 2018. W. Morgan Burns and Brandon C. Mason of Faegre Baker Daniels LLP acted as legal advisor to Polaris Industries. April Hamlin and Michael R. Kuhn of Ballard Spahr LLP acted as legal advisor and Lake Street Capital Markets, LLC acted as financial advisor to WSI Industries, Inc. and provided fairness opinion to WSI Industries. Morrow Sodali LLC acted as proxy solicitor and EQ Shareowner Services acted as transfer agent to WSI Industries. Lake Street Capital will receive a fee of $0.18 million. Polaris Industries Inc. (Delaware) completed the acquisition of WSI Industries, Inc. (NasdaqCM:WSCI) from Michael J. Pudil, Burton F. Myers II, James D. Hartman, Jack R. Veach, Paul D. Sheely and others on November 7, 2018. Polaris Industries Inc. terminated its $1.5 million revolving line of credit and repaid its $3.7 million mortgage with Tradition Capital Bank, resulting in the termination of the related promissory notes, loan agreements and security agreements. There were no amounts outstanding under the revolving line of credit at the time of termination. The Polaris Industries notified The Nasdaq Stock Market LLC that the merger had been completed. The Polaris Industries also requested that Nasdaq (i) withdraw the Company’s common stock from listing on the Nasdaq Capital Market as of the close of business on November 7, 2018 and (ii) file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting the Company’s common stock and deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On the November 7, 2018, in accordance with the Company’s request, Nasdaq filed the Form 25 with the SEC. Each of Michael J. Pudil, Burton F. Myers II, James D. Hartman and Jack R. Veach, the directors of the Company as of immediately prior to the effective time, ceased to be directors of the Company effective at the effective time. Additionally, each of Kenneth Pucel, Robert Mack, Michael Speetzen and Lucy Clarke Dougherty, the directors of Merger Sub as of immediately prior to the effective time, became directors of the Company effective at the effective time.