Gander Mountain, the St. Paul-based hunting and fishing retailer with 118 megastores across 23 states, completed a necessary step Friday in its announced plan to voluntarily delist the company’s common stock.
In a complex, two-step transaction designed to reduce its total number of shareholders under the 300 threshold necessary for delisting, the company announced it had completed 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, which generated in excess of $1 billion in revenue last year, filed papers Friday with the Securities and Exchange Commission, notifying investors that it now meets the requirements for delisting its stock and expects that the last day of trading of its common stock on Nasdaq Market to be on or about Jan. 25. The company has traded under the ticker GMTN since 2004.
Shareholders with 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, according to the company, while shareholders with 30,000 or more shares before the two-step transaction will retain their original number of shares of common stock with no change but will not receive any cash in the transaction.
The company’s two largest shareholders, Gratco LLC and Holiday Stationstores Inc. will provide the estimated $23.9 million cash payment for the fractional shares, according to Gander Mountain.
David Pratt, chairman of the board and interim CEO at Gander Mountain, is part of the Gratco Group, one of the company’s major lenders. Ronald and Gerald Erickson, who are part of the Holiday Group, also a major lender, are also directors at Gander Mountain. After the transaction, the three executives will increase their collective beneficial ownership of Gander Mountain common stock from about 76.2 percent to 95.4 percent, according to the company.
The company has estimated that it would save as much as $1.6 million annually before taxes, if it were no longer a public company. It also cited greater operational flexibility in several ways, including not being tied to quarterly earnings expectations. It also will benefit with fewer limitations on its use of Gander Mountain stock for acquisitions and in attracting and retaining employees.
Some academic researchers have argued that smaller companies face a significant cost burden in complying with the Sarbanes-Oxley Act, which was passed by Congress in response to the accounting corporate scandals a decade ago. In addition, small public companies face increasing challenges in attracting and retaining research coverage on Wall Street as the financial markets continue to focus on larger-cap companies and on trading strategies divorced from individual equities.
As previously reported, four shareholders have sued Gander Mountain, as well as Holiday Group and the Gratco Group, in Ramsey County District Court to try to stop the transaction, force a shareholder vote, win damages and force “disgorgement of unspecified benefits,” according to the company filings.
I don’t know whether it might be the case in this instance, but these tactics have been used to deprive small investors of the possibility of future gain on their stock, by forcing them out when the stock value is minimal.
This type of maneuver was used, for example, when the Bass Brothers invested in a company originally called MediTrust, which emerged as La Quinta Inns. Small holders were forced out at a fraction of their investment.
In a transaction of this kind, regulators should be looking at whether the forced-out investors have done well on their investments, and if not, assure they are forced out with a premium reflecting their loss of potential for recovery or gain.