Cabela's stockholders approve sale to Bass Pro Shops

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SIDNEY, Neb. - Cabela’s Incorporated said Tuesday that its shareholders approved the company's sale to Bass Pro Shops of Springfield, Mo. The vote was Tuesday morning at Cabela's headquarters here.

Bass Pro and Cabela's announced the deal last fall. Bass Pro Shops will pay $4 billion to buy Cabela's. The Federal Trade Commission approved the deal last week. Cabela's shareholders will receive $61.50 per share.

In addition to selling Cabela's stores, website and catalog business to Bass Pro, Cabela's plans to sell its credit card unit.

Bass Pro Shops hasn't said how many of the roughly 2,000 jobs based in Sidney will remain after the sales closes. Johnny Morris and his family own Bass Pro Shops; its headquarters is on East Kearney Street in Springfield.

"The final vote results will be filed on a Form 8-K with the Securities and Exchange Commission. The transaction is expected to close in the third quarter of 2017, subject to regulatory approvals and customary closing conditions," Cabelas' said in its news release.

“We are pleased that our combination with Bass Pro Shops has received the overwhelming support of Cabela’s shareholders,” Tommy Millner, Cabela’s chief executive officer, said in the news release. “Today’s results are an important milestone as we look forward to completing the merger and creating the premier retailer in outdoor sporting goods, with an unparalleled commitment to customer loyalty and satisfaction.”

The two companies sell hunting, fishing, camping, shooting sports, and related outdoor merchandise. Cabela's was founded in 1961. Bass Pro Shops was founded in the 1970s.

Details of the deal from a news release on April 17, 2017:

Cabela's Enters into Revised Transaction Agreements in Connection with Bass Pro Shops Merger

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

SIDNEY, Neb.--(BUSINESS WIRE)--Apr. 17, 2017-- 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 Shopsand 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.