Vestis Retail Group, LLC completed its cash tender offer for all outstanding class A and class B shares of Sport Chalet, Inc. at a price of $1.20 per share.
Computershare Trust Company, N.A., the depositary for the offer, has advised Vestis that, as of 12:00 midnight, New York City time, at the end of Aug. 15, 2014 approximately 4,178,979 class A shares and 1,455,923 class B shares had been validly tendered and not withdrawn in the offer. Such tendered shares, when combined with the shares that Vestis has separately agreed to purchase from Sport Chalet’s founding family members immediately after consummation of the offer, represent approximately 94.7 percent of the outstanding class A shares and 89.0 percent of the outstanding class B shares.
In addition, 26,312 class A shares and 27,192 class B shares were tendered through notices of guaranteed delivery that had not been delivered in settlement or satisfaction of such guarantee, representing approximately 0.2 percent of the outstanding class A shares and 1.5 percent of the outstanding class B shares. Vestis has accepted for payment all shares validly tendered and not withdrawn (other than shares tendered through notices of guaranteed delivery that had not been delivered in settlement or satisfaction of such guarantee prior to such acceptance) and will promptly pay for such shares.
Vestis' wholly owned subsidiary, Everest Merger Sub, Inc., will acquire all of the remaining outstanding shares by means of a “short form” merger under Delaware law promptly following the purchase of shares in the offer and the purchase of the family shares immediately after consummation of the offer. As a result of the purchase of shares in the offer and the purchase of the Family shares, Merger Sub has sufficient voting power to approve the merger without the affirmative vote of any other Sport Chalet stockholder. In order to accomplish the merger as a “short form” merger, Merger Sub currently intends to exercise its “top-up” option pursuant to the previously announced merger agreement between Vestis, Merger Sub and Sport Chalet, which permits Merger Sub to purchase additional shares directly from Sport Chalet for $1.20 per Share (the same purchase price paid in the offer). Based on the number of class B shares validly tendered (excluding class B shares tendered through notices of guaranteed delivery that had not been delivered in settlement or satisfaction of such guarantee prior to acceptance of shares in the offer) and the Family shares, which collectively represent approximately 89.0 percent of the outstanding class B shares, Vestis expects to exercise the top-up option for approximately 173,500 class B shares to enable it to accomplish the short-form merger. Following the merger, Sport Chalet will become a wholly owned subsidiary of Vestis, and each Share (including shares tendered through notices of guaranteed delivery that had not been delivered in settlement or satisfaction of such guarantee prior to acceptance of shares in the offer) will be cancelled and converted into the right to receive the same $1.20 per Share consideration, without interest, received by stockholders who validly tendered their shares in the offer prior to the Expiration Date (subject to exercise of appraisal rights).
Founded in 1959 by Norbert Olberz, the company has 50 stores in Arizona, California, Nevada and Utah; an online store at www.sportchalet.com; and a Team Sales division.
Based in Connecticut, Vestis Retail Group, LLC was formed by Versa Capital Management, LLC and encompasses Bob’s Stores (Bob’s) and Eastern Mountain Sports (EMS).
