BRP’s patents at issue found invalid or not infringed
MINNEAPOLIS, MN – February 27, 2017 – (Motor Sports Newswire) – Arctic Cat Inc. (NASDAQ: ACAT) today announced that the Federal Court in Canada has issued its trial judgment in favor of Arctic Cat in the longstanding patent infringement action brought against it by Bombardier Recreational Products Inc. At issue in the case were approximately 44,000 Arctic Cat snowmobiles covering model years 2007 through 2015. BRP had alleged that Arctic Cat’s snowmobiles infringed 56 patent claims contained in four Canadian Patents. In its decision, however, the Federal Court found all claims in three of BRP’s four asserted patents invalid by reason of the insufficiency of those patents’ disclosures and their ambiguity. The remaining patent, directed to snowmobile chassis having certain pyramidal frame elements, was found not infringed.
Michael Okerlund, Arctic Cat’s vice president of legal affairs, stated: “Arctic Cat has great respect for the legitimate bounds of its competitors’ intellectual property rights. That respect certainly extends to all competitors, including BRP. While we appreciate that reasonable minds may sometimes disagree – and obviously the parties disagreed here – Arctic Cat has long believed that its own innovative snowmobiles steered well clear of the legitimate bounds of BRP’s patents.”
The suit was originally filed on December 15, 2011. The patents-in-suit included: Canadian Patents 2,293,106 (the “106 Patent”), 2,485,813 (the “813 patent”), 2,411,964 (the “964 Patent”), and 2,350,264 (the “264 Patent”). Ron Dimock and Angela Furlanetto of DLA Piper (Canada) and Michael Crinson of the Aitken Klee firm (Toronto) represented Arctic Cat in this matter.
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. is headquartered 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.
Ongoing Tender Offer – Additional Information and Where to Find It
On January 24, 2017, Arctic Cat entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Textron Inc. (“Textron”), a Delaware corporation, and Aces Acquisition Corp. (“Purchaser”), a Minnesota corporation and an indirect wholly owned subsidiary of Textron. Pursuant to the Merger Agreement, on February 2, 2017, Purchaser and Textron commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of Arctic Cat’s common stock, par value $0.01 per share, at a price of $18.50 per share in cash, without interest and subject to any withholding taxes required by applicable law. Following consummation of the Offer, upon the terms and subject to the conditions set forth in the Merger Agreement, Purchaser will merge with and into Arctic Cat with Arctic Cat surviving as an indirect wholly owned subsidiary of Textron (the “Merger”).
The description of the Offer contained herein is neither an offer to purchase nor a solicitation of an offer to sell any securities of Arctic Cat. The Offer is only being made through a Tender Offer Statement on Schedule TO filed with the SEC on February 2, 2017, as amended thereafter, which contains an offer to purchase, form of letter transmittal and other documents relating to the Offer (the “Tender Offer Materials”). For additional information regarding the Merger, please refer to Arctic Cat’s Current Report on Form 8-K filed on January 25, 2017 along with the Merger Agreement, which is attached as Exhibit 2.1 thereto. In addition, Arctic Cat filed a Solicitation/Recommendation Statement on Schedule 14D-9 on February 2, 2017, as amended thereafter, with respect to the Offer. Textron and Purchaser have mailed the Tender Offer Materials and the Schedule 14D-9 to Arctic Cat’s shareholders. These documents contain important information about the Offer, and the shareholders of Arctic Cat are urged to read them carefully and review these and other documents relating to the transactions contemplated by the Merger Agreement. These materials are available free of charge on the “Investor Relations” section of Arctic Cat’s website at www.arcticcat.com. In addition, all of these materials (and all other materials filed by Arctic Cat with the SEC) are available at no charge from the SEC through its website at www.sec.gov. Shareholders may also obtain free copies of the documents filed by Arctic 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.
Statements in this press release regarding the proposed transaction between Arctic Cat, Textron Inc., and Aces Acquisition Corp., the expected timetable for completing the transaction, 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 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.
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.
Source: Arctic Cat Inc.