(Bloomberg Gadfly)—It's been a little over four months since outdoor-gear retailer Cabela's Inc. agreed to a $5.5 billion takeover by closely-held rival Bass Pro Shops at a mammoth premium, valuing it at $65.50 apiece. Since then, it has slipped more than 26 percent from its post-offer peak to as low as $46.28 on Wednesday because the deal, once a sure thing, is now anything but.
Cabela's Discount to Offer Price
Analysts and investors believe Cabela's could sink even lower -- to say, $35, if a deal isn't consummated. But if a transaction is completed, even at a renegotiated price, the stock is arguably trading at steeper discount than it deserves. Which will it be?
Here's why shareholders are rightly concerned:
Credit-card business: Part of the reason the deal took so long to come together was that Cabela's had to simultaneously line up buyers for both its retail and credit-card arms. Capital One Financial Corp. faces an uphill climb gaining approval from the Office of the Comptroller of the Currency to buy the latter because it's still in the doghouse with the regulator due to compliance deficiencies related to its program that prevents money laundering. There's a chance that new officials named to join the OCC in coming months could encourage the agency to soften its stance. Failing that, it seems that Cabela's can pay a $14 million break fee to Capital One. That creates an opportunity for other would-be buyers of the credit-card unit, which include Synchrony Financial Corp., Bank of America Corp., Citigroup Inc. and Toronto-Dominion Bank, according to Stephens Inc. analysts. But either way, there's uncertainty about this part of the deal.
Competition concerns: The deal is undergoing additional review by the U.S. Federal Trade Commission. The merger's chances may be dented by the fact that one competitor of the two chains, Gander Mountain & Co., is reportedly preparing to file for bankruptcy.
Gun sales: As my colleague Brooke Sutherland has written, fear-driven gun purchases subsided when Republican Donald Trump won November's election. This is evidenced by Vista Outdoor Inc.'s recent tumble to a record low on the back of weak gum demand and growing inventory.
Tax reform: The introduction of a border-adjustment tax as well as the removal of interest deductibility could hurt a combined Bass Pro, which is set to take on a relatively heavy debt burden in its purchase of Cabela's. While the company could enjoy tax benefits attached to the construction of new stores and a lower overall corporate tax rate, these may not outweigh the losses created by other changes to the tax code.
Cabela's reports fourth-quarter earnings on Thursday. Any reassurance that a deal is on track or that both parties have agreed to a renegotiated price will give investors some long-awaited comfort. But even failing that, shareholders may want to refrain from punishing the stock any further. They should remember that Bass Pro is a motivated buyer, with a $230 million break fee on the line. It won't want to let Cabela's off its hook quite so easily.
This deal has taken some blows, but not necessarily fatal ones.
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