On June 6, 2016, the Board held a regularly scheduled meeting. Members of management and representatives of Koley Jessen, Sidley Austin and Guggenheim Securities were present for portions of the meeting. At the outset of the meeting, Mr. Cabela recused himself from the meeting and Mr. McCarthy noted for the Board that Mr. Cabela had confirmed to Mr. McCarthy that if the potential strategic alternatives review process resulted in the Board determining to sell the Company to Parent, or to any other potential bidder if the potential bidder intended to move the Company’s headquarters out of Sidney, Nebraska, Mr. Cabela was not likely to vote his shares of the Company in support of such a proposed transaction. Mr. Highby indicated he also would not be inclined to vote his shares for such a transaction. The remaining directors indicated they did not have a similar predisposition. Mr. Highby then recused himself from the meeting. The Board discussed procedures designed to mitigate the impact that Messrs. Cabela’s and Highby’s predispositions would have on the strategic review process and determined that as long as Parent and any other bidders that were likely to move the Company’s headquarters were involved in the
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The counsel indicated that if the bidder were to make certain commitments regarding maintaining a presence in Sidney, Nebraska, following any potential transaction, then Messrs. Cabela and Highby would be willing to vote their shares of Company stock in favor of such a transaction. Subsequent to these discussions, counsel for Messrs. Cabela and Highby provided Sidley Austin and Koley Jessen a draft of the covenant that Messrs. Cabela and Highby requested the winning bidder agree to.