Gander Mountain moving forward with stock delisting

ST. PAUL, Minn. – Yesterday, outdoor retailer Gander Mountain Co. (Nasdaq: GMTN) effected a 1-for-30,000 reverse split of its common stock followed by a 30,000-for-1 forward split of its common stock, the company reported in a statement. Today, the company confirmed its intent to withdraw its shares of common stock from listing on the Nasdaq Global Market.

As previously announced, a special committee of the company’s board of directors, comprised of independent directors, recommended, and the board of directors approved, plans to cease the registration of its common stock with the Securities and Exchange Commission under the Securities Exchange Act of 1934.

To accomplish this, the company said it filed an amendment to the company’s articles of incorporation yesterday to effect a 1-for-30,000 reverse stock split of its common stock. Any shareholder holding less than one share after the reverse stock split will receive a cash payment of $5.15 for each share held prior to the reverse split. Immediately following the reverse stock split, the company filed a second amendment to its articles of incorporation to effect a 30,000-for-1 forward stock split. As a result, shareholders owning 30,000 or more shares of common stock at the time of the reverse split will retain their current numbers of shares of common stock without change and not receive cash in the transaction. The funding for the cash payment for the fractional shares described above was provided by the company’s two largest shareholders, Gratco, LLC and Holiday Stationstores, Inc., according to the company.

The company said it intends to file a Form 25 with the SEC today relating to the delisting of its common stock, with the delisting of its common stock to be effective 10 days thereafter. At that time, the company plans to file a Form 15 to deregister its common shares under Section 12(g) of the Securities Exchange Act of 1934, which will immediately suspend the company’s obligation to file SEC reports. The actual deregistration of the company’s common stock is expected to become effective 90 days after the date of filing of the Form 15 with the SEC.

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