Item 8.01 Other Events.
As previously disclosed, on December 21, 2020, Sportsman's Warehouse Holdings,
Inc., a Delaware corporation (the "Company"), Great Outdoors Group, LLC, a
Delaware limited liability company ("Parent"), and Phoenix Merger Sub I, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Merger
Subsidiary"), entered into a definitive Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement provides that, subject to the terms
and conditions set forth therein, Merger Subsidiary will be merged with and into
the Company (the "Merger"), with the Company continuing as the surviving
corporation in the Merger and a wholly-owned subsidiary of Parent.
The respective obligations of the Company, Parent and Merger Subsidiary to
consummate the Merger are subject to the satisfaction or waiver of several
conditions, including the expiration or termination of any applicable waiting
period (and any extensions thereof) relating to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). On January 6, 2021, the Company and Parent filed their respective
notification and report forms regarding the Merger under the HSR Act with the
Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade
Commission (the "FTC").
On February 5, 2021, each of the Company and Parent received a request for
additional information and documentary material, commonly referred to as a
"second request," from the FTC pursuant to the HSR Act in connection with the
Merger. The FTC's "second request" extends the applicable waiting period
relating to the Merger until 30 days after both the Company and Parent have
complied with the "second request," unless the waiting period is terminated
earlier by the FTC or voluntarily extended by the Company and Parent. The
Company and Parent will continue to cooperate with the FTC staff in its review
of the Merger.
Assuming the Company and Parent receive the required clearance under the HSR Act
and each of the other conditions to the consummation of the Merger are satisfied
or waived in a timely manner, the Company continues to expect to complete the
Merger in the second half of calendar year 2021.
Additional Information and Where to Find It
This filing may be deemed to be solicitation material in respect of the proposed
Merger. In connection with the solicitation of proxies for the proposed Merger,
the Company filed a preliminary proxy statement with the U.S. Securities and
Exchange Commission (the "SEC") on February 2, 2021; and the Company intends to
file other relevant materials with the SEC, including a definitive proxy
statement. The definitive proxy statement will contain important information
about the proposed Merger and related matters. BEFORE MAKING A VOTING DECISION,
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND
THE MERGER. Stockholders can obtain copies of the preliminary proxy statement
and any other documents filed by the Company with the SEC, and will be able to
obtain copies of the definitive proxy statement and other relevant materials
(when they become available), for no charge at the SEC's website at www.sec.gov.
In addition, stockholders will be able to obtain free copies of the definitive
proxy statement from the Company by contacting the Company's Investor Relations
Department by telephone at (801) 566-6681, by mail to Sportsman's Warehouse
Holdings, Inc., Attention: Investor Relations, 1475 West 9000 South, Suite A,
West Jordan, Utah 84088, or by going to the Company's Investor Relations page on
its corporate website at http://investors.sportsmans.com.
Participants in Solicitation
The Company and certain of its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies from the
Company's stockholders in respect of the Merger. Information about the Company's
directors and executive officers is available in the Company's proxy statement
for its 2020 annual meeting of stockholders filed with the SEC on April 17,
2020. Other information regarding persons who may be deemed participants in the
proxy solicitation, including their respective direct or indirect interests by
security holdings or otherwise, was set forth in the preliminary proxy statement
the Company filed with the SEC on February 2, 2021, and may be updated or
supplemented in the definitive proxy statement that the Company intends to file
with the SEC. These documents can be obtained free of charge from the sources
indicated above.
Forward Looking Statements
This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 as contained in Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements in this filing include, but are not limited to,
statements regarding the expected timing of the completion of the Merger.
Investors can identify these statements by the fact that they use words such as
"continue," "expect," "may," "opportunity," "plan," "future," "ahead" and
similar terms and phrases. Actual results may differ materially from the
forward-looking statements due to risks and uncertainties concerning Parent's
proposed acquisition of the Company. The potential risks and uncertainties
include, among others, the possibility that the Company may be unable to obtain
the required stockholder approval or antitrust regulatory clearance or that
other conditions to closing the Merger may not be satisfied, such that the
Merger may not close or that the closing may be delayed; the reaction of
customers, vendors, and employees to the announcement or consummation of the
Merger; general economic conditions, including the risk and uncertainties caused
by COVID-19 and measures taken in response to the pandemic; that the Merger may
involve unexpected costs, liabilities or delays; risks that the Merger disrupts
current plans and operations of the parties to the transaction; the amount of
the costs, fees, expenses and charges related to the Merger; the outcome of any
legal proceedings related to the Merger; the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger
Agreement; and other factors about the Company and its business that are set
forth in the Company's other filings with the SEC, including under the caption
"Risk Factors" in the Company's Form 10-K for the fiscal year ended February 1,
2020 which was filed with the SEC on April 9, 2020. Any forward-looking
statement made by the Company in this filing speaks only as of the date on which
the Company makes it. Factors or events that could cause the Company's actual
results to differ may emerge from time to time, and it is not possible for the
Company to predict all of them. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any applicable
securities laws.
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