This website (the “Website”) has been prepared by Marcato Capital Management LP (“Marcato Capital”), an SEC registered investment advisor based in San Francisco, California. Marcato Capital provides investment advisory services to proprietary private investment funds (collectively, the “Marcato Funds”) that may beneficially own and/or have an economic interest in shares of Buffalo Wild Wings, Inc. (the “Company”).
This Website is for informational purposes only and should not be construed as investment advice for any person, and should not be relied upon for making any investment decision. Any securities or investment ideas listed in this Website are not presented in order to suggest or show profitability of any or all transactions. There should be no assumption that an investment identified or described in this Website was or will be profitable.
The views expressed in this Website represent the views and opinions of Marcato Capital and/or certain affiliates and are based on publicly available information and Marcato Capital analyses. Certain financial information and other data used in this Website has been derived or obtained from filings made with the Securities and Exchange Commission (“SEC”) by the issuer or other companies that Marcato Capital considers comparable. Marcato Capital has not sought or obtained consent from any third party to use any statements or information indicated in the Website as having been obtained or derived from a third party, and the inclusion of such third party statements or information should not be viewed as indicating the support of such third party for the views expressed in this Website. While Marcato Capital believes that the information contained in this Website is accurate in all material respects, such information has not been independently verified by Marcato Capital, and Marcato Capital disclaims any and all liability as to the completeness or accuracy of the information and for any omissions of material facts. Marcato Capital disclaims any obligation to correct, update or revise this Website or to otherwise provide any additional materials to recipients of this Website. Neither Marcato Capital nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy, fairness or completeness of the information contained herein and the recipient agrees and acknowledges that it will not rely on any such information.
The Marcato Funds are in the business of trading—buying and selling—securities. There may be developments in the future that cause one or more of the Marcato Funds to engage in transactions that change the beneficial and/or economic interest in the Company. The Marcato Funds may buy or sell or otherwise change the form or substance of any of their investments at any time in any manner permitted by law, and expressly disclaims any obligation to notify any recipient of the Website of any such changes.
This Website may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect Marcato Capital’s views with respect to, among other things, future events and financial performance, and actual results may vary materially from the results discussed in this Website. Forward-looking statements are subject to various risks and uncertainties and assumptions and there can be no assurance that any idea or assumption contained in this Website is, or will be proven, correct. Forward-looking statements should not be regarded as a representation by Marcato Capital that the future plans, estimates or expectations contemplated will ever be achieved.
Under no circumstances is this Website to be used or considered as an offer to sell or a solicitation of an offer to buy any security, including, without limitation, any interest in any Marcato Fund. Any offer to purchase an interest in a Marcato Fund would only be made at the time a qualified offeree receives the Confidential Explanatory Memorandum of such fund. Any investment in the Marcato Funds is speculative and involves substantial risk, including the risk of losing all or substantially all of such investment.
This Website is the property of Marcato Capital and may not be reproduced or distributed, in whole or in part, without the express prior written consent of Marcato Capital.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
This Website may be deemed to be solicitation material in connection with the matters to be considered at the 2017 annual shareholder meeting of the Company (the “2017 Annual Meeting”). Marcato International Master Fund Ltd. (“Marcato International”) and the other Participants (as defined below) intend to file a preliminary proxy statement and accompanying proxy card with the SEC to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2017 Annual Meeting.
The participants in the proxy solicitation are Marcato International, Marcato Capital, Marcato Special Opportunities Master Fund LP (“Marcato Special Opportunities Fund”), Emil Lee Sanders, Richard T. McGuire III, Sam Rovit and Scott O. Bergren (collectively, the “Participants”).
MARCATO INTERNATIONAL STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED, TOLL-FREE AT (888) 750-5834 (BANKS AND BROKERS MAY CALL COLLECT AT (212) 750-5833).
As of the date hereof, Marcato International directly owns 950,000 shares of common stock, no par value, of the Company (the “Common Stock”), representing approximately 5.4% of the outstanding shares of Common Stock and Marcato Special Opportunities Fund directly owns 32,600 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock.
In addition, Marcato Capital, as the investment manager of Marcato International and Marcato Special Opportunities Fund, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock held by Marcato and Marcato Special Opportunities Fund, therefore, may be deemed to be the beneficial owner of such shares. By virtue of Mr. McGuire’s position as the managing partner of Marcato Capital, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock held by Marcato International and Marcato Special Opportunities Fund and, therefore, Mr. McGuire may be deemed to be the beneficial owner of such shares.