The Sportsman's Guide, Inc. has entered into a definitive agreement with Redcats USA, Inc., a catalog and online marketer of apparel and home products, under which VLP Corporation, a wholly owned subsidiary of Redcats USA, will acquire all of the outstanding shares of The Sportsman's Guide in a cash merger for a price of $31 per share.

The $31 per share price represents a 20.2% premium over the three-month average trading price of $25.80. SGDE shares were up 15.7% for the week to close at $30.46 on Friday The transaction values The Sportsman's Guide at approximately $265 million, including the value of outstanding stock options.

The board of directors of The Sportsman's Guide has unanimously approved the merger agreement and has agreed to recommend to The Sportsman's Guide's shareholders that they vote to adopt the merger agreement and approve the merger. The transaction is expected to close during the third calendar quarter of this year, and is subject to The Sportsman's Guide shareholder approval, as well as other customary closing conditions, including the expiration of the Hart-Scott-Rodino waiting period, but not to financing.

George Binkley will remain CEO of The Sportsman's Guide following the merger. He and other members of The Sportsman's Guide and The Golf Warehouse senior management have entered into new employment agreements to remain with the companies post-merger.

Redcats USA is a wholly owned subsidiary of the Redcats Group, which had a turnover of 4.37 billion euros in 2005.