Vestis Retail Group, LLC and its wholly owned subsidiary, Everest Merger Sub have completed a cash tender offer, for all outstanding Class A and Class B shares of NASDAQ listed Sport Chalet, Inc.
Vestis said, the transaction was completed at a price of $1.20 per share. By the end of August 15, which was the expiration date, around 4,178,979 Class A shares and 1,455,923 Class B shares had been validly tendered and not withdrawn.
This purchase, when combined with the shares that Vestis has separately agreed to purchase from Sport Chalet’s founding family members; represent around 94.7% of the outstanding Class A shares and 89.0% 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% of the outstanding Class A shares and 1.5% of the outstanding Class B shares.
Vestis added that it has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares.
Merger Sub 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.
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.
As a result of the purchase, Merger Sub has sufficient voting power to approve the merger without the affirmative vote of any other Sport Chalet stockholder.
Sport Chalet is a full service specialty sporting goods retailer featuring the industry’s top sports brands in apparel, footwear, and sports equipment and has 50 stores in Arizona, California, Nevada and Utah.
Vestis Retail Group was set up and has Bob’s Stores and Eastern Mountain Sports in its portfolio. Bob’s is a retailer of value-oriented footwear, apparel and work wear, while Eastern Mountain is the second largest US multi-channel retailer of human-powered outdoor sports apparel and equipment.
