Gander Mountain Company completed a 1-for-30,000 reverse split of its common stock followed by a 30,000-for-1 forward split of its common stock. With the move, the company confirmed its intent to withdraw its shares of common stock from listing on the Nasdaq Global Market and go private.
As previously announced, a special committee of the company's board of directors, comprised of independent directors, recommended, and the board of directors approved, plans to cease the registration of its common stock with the Securities and Exchange Commission under the Securities Exchange Act of 1934.
To accomplish this, on Jan. 14, 2010, the company filed an amendment to the company's articles of incorporation to effect a 1-for-30,000 reverse stock split of its common stock. Any shareholder holding less than one share after the reverse stock split will receive a cash payment of $5.15 for each share held prior to the reverse split. Immediately following the reverse stock split, the company filed a second amendment to its articles of incorporation to effect a 30,000-for-1 forward stock split. As a result, shareholders owning 30,000 or more shares of common stock at the time of the reverse split will retain their current numbers of shares of common stock without change and not receive cash in the transaction. The funding for the cash payment for the fractional shares described above was provided by the company's two largest shareholders, Gratco, LLC and Holiday Stationstores, Inc.
The company intends to file a Form 25 with the SEC on Jan. 15, 2010 relating to the delisting of its common stock, with the delisting of its common stock to be effective ten days thereafter. Accordingly, the company expects that the last day of trading of its common stock on the Nasdaq Global Market will be on or about January 25, 2010.
On the effective date of the delisting, the company plans to file a Form 15 to deregister its common shares under Section 12(g) of the Securities Exchange Act of 1934. It will be eligible to delist and deregister because it has fewer than 300 record holders following the reverse stock split.
Upon filing of the Form 15, the company's obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended. The company expects that the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC.
