As previously disclosed, on October 3, 2016, Cabelas
Incorporated, a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement), by and among Bass Pro Group, LLC, a Delaware limited liability company (Parent), Prairie
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Sub), and the Company, providing for, on the terms and subject to the conditions set forth in the Merger Agreement, the merger of Sub with and into the
Company, with the Company continuing as the surviving corporation (the Merger).
On October 25, 2016, the Company and
Parent filed their respective notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), with the Antitrust Division of the Department of Justice (the DOJ) and the
United States Federal Trade Commission (the FTC), which triggered the start of the HSR Act waiting period. The statutory waiting period was originally scheduled to expire on November 25, 2016. Effective November 25, 2016, with
the Companys prior consent, Parent voluntarily withdrew its HSR Act notification to provide the FTC an extension beyond the initial 30-day HSR Act waiting period to conduct its review. On November 29, 2016, Parent re-filed its HSR Act
notification with the FTC and DOJ. The new waiting period under the HSR Act will expire on December 29, 2016, unless the DOJ or FTC grants early termination of the HSR Act waiting period or formally requests additional information concerning
the Merger.
On October 25, 2016, the Company and Parent each filed with the Canadian Competition Bureau (the Bureau)
pre-merger notification forms pursuant to Section 114(1) of the Competition Act (Canada) (the Competition Act), which triggered the start of the 30-day statutory waiting period under the Competition Act. The waiting period was
originally scheduled to expire on November 24, 2016, unless a Supplementary Information Request (SIR) was issued by the Bureau pursuant to subsection 114(2) of the Competition Act. On November 24, 2016, the Company and Parent
each received from the Bureau a SIR pursuant to subsection 114(2) of the Competition Act. The issuance of a SIR does not indicate that the Bureau has concluded that the transaction raises competition concerns. The SIR reflects a determination by the
Bureau that it requires additional information to assess the proposed transaction. The Bureaus decision has the effect of extending the waiting period applicable to the Merger under the Competition Act, before which the transaction is
prohibited by law to close, until 30 days after the day on which the information requested in the SIR has been received by the Bureau from all SIR recipients. The Company and Parent intend to cooperate fully with this request.
Completion of the Merger remains subject to Company stockholder approval and other customary closing conditions, including (i) the
expiration or termination of any applicable waiting period (and any extension thereof) under the HSR Act and (ii) the absence of any order, verdict, decision, writ, judgment, injunction, decree, rule, ruling, directive, stipulation,
determination or award by a governmental entity of competent jurisdiction that is in effect and renders the Merger illegal, or prohibits, enjoins or otherwise prevents the Merger.
Additional Information and Where to Find It
This communication does not constitute the solicitation of any vote or approval. This communication is being made in respect of the proposed
merger involving the Company, Bass Pro Group, LLC and a wholly-owned subsidiary of Bass Pro Group, LLC. The proposed merger of the Company will be submitted to the stockholders of the Company for their consideration. In connection therewith, the
Company intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a definitive proxy statement. However, such documents are not currently available. The definitive proxy statement will be made
available to the stockholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the definitive proxy statement, any amendments or
supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the
Company will be available free of charge on the Companys website at www.cabelas.com under the heading SEC Filings in the Investor Relations portion
of the Companys website. Stockholders of the Company may also obtain a free copy of the definitive proxy statement and any filings with the SEC that are incorporated by reference in the
definitive proxy statement by contacting the Companys Investor Relations Department at (308) 255-7428.
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be
participants in the solicitation of proxies in connection with the proposed merger. Information about the directors and executive officers of the Company is set forth in its definitive proxy statement for its 2016 Annual Meeting of Stockholders,
which was filed with the SEC on November 17, 2016, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy
solicitation of the stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement regarding the proposed Merger and other relevant
materials to be filed with the SEC when they become available.