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% 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.
Yeah, it is a good thing they were able to get 90% and do a short form. We get $1.20 instead of $1.04 and we get it a lot faster.
Now we won't have to read the sock puppet posts and other silliness. It is amazing that someone can believe that this company has any liquidation value. Or that they didn't shop the deal for a better price. But there are a lot of folks out there who can't read the financials and see the writing on the wall. The last quarter was ugly.