Snowmobiles maker ARCTIC CAT announces agreement to be acquired by TEXTRON INC in $247 million all-cash transaction

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Delivers substantial all-cash premium to Arctic Cat shareholders;

Textron committed to continued, long-term growth of Arctic Cat;

Combined businesses better positioned to be powersports industry leader

MINNEAPOLIS–(BUSINESS WIRE)–Jan. 25, 2017– Arctic Cat Inc. (NASDAQ: ACAT) today announced that it has signed a definitive merger agreement under which Textron Inc. (NYSE: TXT) will acquire Arctic Cat in a cash transaction valued at approximately $247 million, plus the assumption of existing debt. Under the terms of the agreement, which was unanimously approved by the Arctic Cat board of directors, Textron, through a wholly owned subsidiary, will commence a tender offer to purchase all outstanding shares of Arctic Cat at $18.50 per share in cash, representing a 40.7 percent premium to the closing price of Arctic Cat’s common stock on January 20, 2017. Arctic Cat anticipates that tender offer materials will be provided to shareholders no later than February 7, 2017. The completion of the acquisition is subject to customary conditions and regulatory approvals.

“Arctic Cat’s board believes that Textron’s offer delivers compelling and immediate value to our shareholders,” said Christopher Metz, Arctic Cat’s president and chief executive officer. “This transaction presents increased opportunities for the business to leverage our combined scale, accelerate growth and enhance product innovation in ways that will benefit our customers, dealers and employees.” Textron is a multi-industry company with over $13 billion in annual revenues and approximately 35,000 employees.

Arctic Cat will become part of Textron’s Specialized Vehicles business, maintaining its iconic Arctic Cat brand, as well as its current manufacturing, distribution and operational facilities, with a focus on growing the business. Arctic Cat and Textron Specialized Vehicles have complementary product portfolios of recreational, utility and specialized vehicles. The combined businesses will be well positioned to be a powersports industry leader with a wider product line-up, and allow for more aggressive investment in product development, dealer networks, marketing and customer service.

Metz added: “We are proud of the progress our team has made to lay the foundation for Textron to continue taking this company forward. Textron plans to build on Arctic Cat’s strong brand and history of innovation. We expect many Arctic Cat employees to benefit from expanded career opportunities as part of a larger, more diversified company. On behalf of the Arctic Cat board and management team, we thank our dedicated employees for their hard work, commitment and pride in making Arctic Cat an enduring competitor and beloved brand in the powersports market. We are excited about Arctic Cat’s future.”

Advisors

Baird is serving as financial advisor and Fredrikson & Byron is serving as legal counsel to Arctic Cat. Shearman & Sterling LLP is serving as legal counsel to Textron.

About Arctic Cat

The Arctic Cat brand is among the most widely recognized and respected in the recreational vehicle industry. The company designs, engineers, manufactures and markets all-terrain vehicles (ATVs), side-by-sides and snowmobiles, in addition to related parts, garments and accessories under the Arctic Cat® and Motorfist® brand names. Arctic Cat Inc.’s world headquarters is located in Minneapolis, Minnesota. Its common stock is traded on the NASDAQ Global Select Market under the ticker symbol “ACAT.” More information about Arctic Cat and its products is available at www.arcticcat.com.

About Textron Specialized Vehicles Inc.

Textron Specialized Vehicles Inc. is a leading global manufacturer of golf cars, utility and personal transportation vehicles, professional turf-care equipment, and ground support equipment. Textron Specialized Vehicles markets products under the E-Z-GO®, Cushman®, Textron Off Road™, Jacobsen®, Dixie Chopper®, Ransomes®, TUG™, Douglas™, Premier™ and Safeaero™ brands. Its vehicles are found in environments ranging from golf courses to factories, airports to planned communities, and theme parks to hunting preserves.

About Textron

Textron Inc. is a multi-industry company that leverages its global network of aircraft, defense, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell Helicopter, Cessna, Beechcraft, Hawker, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee, Textron Off Road, Textron Systems, and TRU Simulation + Training. For more information visit: www.textron.com.

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Brands owned by TEXTRON

The tender offer described in this communication has not yet commenced. Neither this communication nor any information incorporated herein by reference is an offer to purchase or a solicitation of an offer to sell any shares or any other securities of Arctic Cat Inc. (“Arctic Cat”). On the commencement date of the tender offer, Aces Acquisition Corp. and Textron Inc. will file a Tender Offer Statement on Schedule TO (“Schedule TO”), including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the “SEC”). Thereafter, Arctic Cat will file a Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”) with the SEC. Security holders are urged to read, carefully and in their entirety, both the Schedule TO and the Schedule 14D-9 regarding the tender offer, each as may be amended from time to time, and any other documents relating to the tender offer that are filed with theSEC, when they become available because they will contain important information relevant to making any decision regarding tendering shares. These materials will be made available free of charge on the “Investor Relations” section of Arctic Cat’s website at www.arcticcat.com when available. In addition, all of these materials (and all other materials filed by Arctic Cat with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Security holders may also obtain free copies of the documents filed byArctic Cat with the SEC by contacting Investor Relations/CFO at Arctic Cat Inc., 500 North 3rd Street, Minneapolis, MN 55401; telephone number (612) 350-1791.

Cautionary Statement Regarding Forward-Looking Information

Statements in this press release regarding the proposed transaction between Arctic Cat and Textron, the expected timetable for completing the transaction, future financial and operating results, benefits of the transaction, future opportunities for Arctic Cat’s business and any other statements by management of Arctic Cat concerning future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Generally, forward-looking statements include expressed expectations, estimates and projections of future events and financial performance and the assumptions on which these expressed expectations, estimates and projections are based. Statements that are not historical facts, including statements about the beliefs and expectations of the parties and their management are forward-looking statements. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions about future events, and they are subject to known and unknown risks and uncertainties and other factors that can cause actual events and results to differ materially from historical results and those projected. Risks and uncertainties include the satisfaction of closing conditions for the acquisition, including the tender of a number of shares that, when added to the shares owned by Textron and its affiliates, constitutes a majority of Arctic Cat’s outstanding shares on a fully-diluted basis; the possibility that the transaction will not be completed, or if completed, not completed on a timely basis. Arctic Cat cannot give any assurance that any of the transactions contemplated by the agreement will be completed or that the conditions to the tender offer will be satisfied. A further list and description of additional business risks, uncertainties and other factors can be found in Arctic Cat’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016, as well as other Arctic Cat SEC filings. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov and www.arcticcat.com. Many of the factors that will determine the outcome of the subject matter of this communication are beyond Arctic Cat’s ability to control or predict. Arctic Cat does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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GE Transportation acquires Iders Incorporated to further its digital transformation

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*Image for illustrative purpose only

 CHICAGO–(BUSINESS WIRE )–(NYSE:GE): GE Transportation, the world’s leading producer of rail and transportation-related products and offerings, announced today its acquisition of Iders Incorporated, an electronic product design and manufacturing company for the rail industry.

“This acquisition puts GE in the driver’s seat, allowing for faster innovation and scale, digital breakthroughs and future enhancements by in-house talent.”

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Iders Inc., the manufacturer of GoLINC – the onboard processing, storage, networking, and communications platform that essentially turns a locomotive into a mobile data center – has been a valued partner for more than five years. GoLINC boasts an install base of over 8,500 locomotives globally, and is the platform on which GE – and others – can write applications to help a train, and the entire system, perform more effectively.

“This strategic acquisition marks another milestone for GE Transportation in creating an efficient, self-aware rail ecosystem that helps customers achieve smarter outcomes made possible by sensor data and analytics,” said Jamie Miller, GE Transportation President and CEO. “This acquisition puts GE in the driver’s seat, allowing for faster innovation and scale, digital breakthroughs and future enhancements by in-house talent.”

As part of the acquisition, customers will now have access to a more extensive portfolio of cost-competitive digital solutions. GE will also inherit ongoing product development projects that aim to improve productivity and other customer outcomes.

“We’re proud to bring Iders’ history of innovation and advanced technical expertise to GE Transportation and look forward to the next chapter. GE and Iders have developed a successful relationship over the years built on complementary strengths, and we are excited to deepen this alignment,” said Brad Brown, President of Iders Incorporated.

About GE Transportation

At GE Transportation, we are in the business of realizing potential. We are a global technology leader and supplier of equipment, services and solutions to the rail, mining, marine, stationary power and drilling industries. Our innovations help customers deliver goods and services with greater speed and savings using our advanced manufacturing techniques and connected machines. Our digital solutions, which provide data-driven insights to improve efficiency, utilize Predix – GE’s cloud-based operating system for the Industrial Internet. Established more than a century ago, GE Transportation is a division of the General Electric Company that began as a pioneer in passenger and freight locomotives. That innovative spirit still drives GE Transportation today and is strengthened by our ability to serve customers more holistically through the GE Store – a global exchange of knowledge, technology and tools across all GE businesses that ultimately provides better outcomes for customers. GE Transportation is headquartered in Chicago, IL, and employs approximately 10,000 employees worldwide.

About iders Incorporated

iders Incorporated is an electronic product design and manufacturing resource that focuses on rail products, contract product development services (PDS), and contract electronic manufacturing services (EMS). iders has participated in a wide variety of projects. In each case, iders was sought out for its adherence to principles of design excellence, creativity and ability to bring technologies to market.

Contacts

Media Contact GE Transportation:

Mailee Garcia

312-873-9161

Mailee.garcia@ge.com

UBER acquired self-driving truck startup OTTO and teamed up with VOLVO

Ride service Uber Technologies Inc said on Thursday it acquired self-driving trucks startup Otto and formed a $300 million alliance with Volvo Car Group to develop self-driving cars.

Uber’s moves reflect its eagerness to advance self-driving technology. If its ambitions are realized, these vehicles could over time reduce its biggest cost, paying drivers.

Uber would also be positioned to expand into the trucking industry, which had revenue of about $726.4 billion in the United States in 2015, according to trade data.

Carpooling firms have formed alliances with large automakers, such as General Motors Co and ride-hailing service Lyft, to accelerate those efforts, which depend on software and hardware working together to give a vehicle the right reflexes in traffic.

“Partnership is crucial to our self-driving strategy because Uber has no experience making cars,” Uber Chief Executive Officer Travis Kalanick wrote in a blogpost.

“To do it well is incredibly hard, as I realized on my first visit to a car manufacturing plant several years ago.”

Uber, which has a research center in Pittsburgh, will by the end of this month begin a pilot program in which trusted Uber customers will be able to use their phones to summon a self-driving car for use in a downtown Pittsburgh, according to a source with knowledge of Uber’s plans.

It will be the first time members of the public will be able to use self-driving vehicles. A driver trained to handle the autonomous cars will be behind the wheel to step in if needed.

The purchase of Otto, a start-up company less than a year old with fewer than 100 employees, will be for 1 percent of Uber’s valuation, if certain technical targets are met, said the source.

Recently, that valuation was about $68 billion, placing the value of the deal at about $680 million. Current Otto employees would get a fifth of profits Uber earns from a self-driving trucking business, if those targets are met, the source said.

Current Otto employees would get a fifth of profits Uber earns from a self-driving trucking business.

Anthony Levandowski, one of Otto’s co-founders, will lead Uber’s self-driving efforts in San Francisco, Palo Alto and Pittsburgh, Kalanick said on the company’s website.

That includes personal transportation such as ride-hailing services, as well as delivery services and trucking, Kalanick said.

Levandowski was one of four founders of Otto, each of whom worked at Alphabet Inc’s Google and its self-driving program.

VOLVO DEAL FOCUSES ON SUV

The Uber-Volvo partnership will allow Uber to pool resources with the Swedish-based carmaker, owned by China’s Geely, into initially developing the autonomous driving capabilities of Volvo’s flagship XC90 SUV model. The investment will be shared roughly equally by the two companies.

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Vovlo XC90

There was no timeline given for the alliance, but the source said the goal is to develop a fully self-driving car by 2021, and that Uber, which does not plan to make its own vehicle, will align with other automakers over time.

Uber will buy Volvos and then install its own driverless control system. Some of the Volvos will join a handful of Ford Motor Co Fusion sedans that will be used to start the pilot program that combines self-driving and ride-hailing in downtown Pittsburgh.

So far Otto has tested self-driving trucks for highway use only.

Developers hope for productivity gains with the new technology that will enable trucks to drive around the clock, leaving humans to rest, do paperwork and take controls only while going on and off highways.

Over the long-term, Uber and rivals such as Lyft could cut the cost of paying drivers if they can gradually incorporate self-driving cars into their fleets. But at least for now, said the source familiar with the Uber-Otto agreement, Uber will expand its driver network, which now stands at 1.5 million globally in more than 450 cities.

A spokesman for U.S. safety regulator National Highway Traffic Safety Administration said it “continues to engage with all entities that are developing, testing and deploying automated technologies to ensure that they are advancing road safety.”

Federal guidelines will be issued soon on development and testing of “highly automated vehicles,” he said.

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via: Reuters