JD to acquire FINL for $13.50 per share in
cash
Athletic retailer The Finish Line, Inc. (NASDAQ:FINL) announced
today that it has entered into a merger agreement providing for JD
Sports Fashion Plc (LSE: JD) to acquire 100% of the issued and
outstanding Finish Line shares at a price of $13.50 per share in
cash representing an aggregate deal value of approximately $558
million. JD is the leading European retailer of sports, fashion and
outdoor brands.
“The Special Committee appointed by the Finish Line board
recommended and the board voted unanimously to approve entering
into this merger agreement,” said Bill Carmichael, Chairman of the
Special Committee and Lead Director of the Finish Line Board of
Directors. “With JD, Finish Line achieves immediate value for its
shareholders and moves into a stronger position to compete as part
of a global enterprise that leads in our industry.”
“Finish Line has long admired JD and their commitment to serve
customers with premium brands through a unique and innovative
retail experience,” said Sam Sato, Chief Executive Officer of
Finish Line. “We are thrilled to partner with them and look forward
to realizing the impact we will have on the marketplace
together.”
“We are extremely excited to be joining up with Finish Line, a
well-established US operator,” said Peter Cowgill, Executive
Chairman of JD. “The acquisition represents an excellent
opportunity for JD to establish its market leading multi-brand
proposition in the world’s largest athleisure market. It
immediately offers a major presence in the US, a clear next step to
further increase our global scale. Finish Line has many
similarities to JD with a strong bricks and mortar offering
complemented by an advanced and well-invested digital platform. We
are looking forward to working with Finish Line’s experienced
management team to bring best in class retail theatre to the US.
Our combined extensive knowledge of the retail market and our
product and marketing relationships with global brand partners will
benefit our customers, in turn supporting the continued future
growth of JD.”
Transaction Highlights
- The terms of the merger represent a
premium of 28 percent for Finish Line shareholders compared to the
closing price of Finish Line’s shares of $10.55 as of March 23,
2018.
- This provides an excellent strategic
fit for Finish Line and JD. Finish Line moves into a stronger
position to compete as part of a global enterprise that leads in
the industry. JD gains a significant physical and online retail
presence with direct access in the US which they have long
identified as a highly attractive growth opportunity.
- Finish Line and JD together create a
leading global, premium, multichannel retailer of sports, fashion
and outdoor brands who embraces the latest online and in-store
digital technology.
- The combined purchasing power of Finish
Line and JD, coupled with the strategic alignment with major
international sportswear brands in North America, is expected, on
completion, to enable the enlarged group to bring a highly
differentiated multi-channel retail proposition to the US
market.
- Upon closing of the agreement, the
Finish Line executive team will continue their involvement with the
business.
The merger agreement is subject to Finish Line and JD
shareholder approval of the merger, the receipt of all required
regulatory approvals, and the satisfaction of other customary
conditions to closing. The expected timeline to close on this
agreement is no earlier than June 2018.
Advisors
Barnes & Thornburg LLP served as legal counsel to Finish
Line. PJ SOLOMON served as lead financial advisor, Houlihan Lokey
Capital, Inc. served as financial advisor and Faegre Baker Daniels
LLP served as legal counsel to Finish Line’s Special Committee of
the Board of Directors in connection with this transaction.
Barclays served as lead financial advisor to JD and Hughes
Hubbard & Reed LLC, Addleshaw Goddard LLC and Taft Stettinius
& Hollister LLP served as legal counsel to JD. Barclays, HSBC
Bank and PNC Bank, National Association provided committed
financing to JD for the transaction.
About The Finish Line,
Inc.
The Finish Line, Inc. is a premium retailer that carries the
latest and greatest shoes, apparel and accessories. Headquartered
in Indianapolis, Finish Line runs approximately 930 branded
locations in U.S. malls and shops inside Macy’s department stores.
Finish Line employs approximately 13,000 associates who connect
customers to sneaker culture through style and sport. Shop online
at www.finishline.com or get access to everything on the Finish
Line app. Also keep track of what’s fresh by following Finish Line
on Instagram, Snapchat and Twitter.
Forward-Looking
Statements
Statements in this press release regarding the proposed
transaction between Finish Line and JD, the expected timetable for
completing the proposed transaction, and the potential benefits
created by the proposed transaction are intended to be covered by
the safe harbor for “forward-looking statements” provided by the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements generally can be identified by use of
statements that include, but are not limited to, phrases such as
“believe,” “expect,” “future,” “anticipate,” “intend,” “plan,”
“foresee,” “may,” “should,” “will,” “estimates,” “potential,”
“continue,” or other similar words or phrases. Similarly,
statements that describe objectives, plans, or goals also are
forward-looking statements. Such forward-looking statements involve
inherent risks and uncertainties, many of which are difficult to
predict and are generally beyond the control of Finish Line or JD.
Finish Line cautions readers that a number of important factors
could cause actual results to differ materially from those
expressed in, implied, or projected by such forward-looking
statements. Risks and uncertainties include, but are not limited
to: the failure of the proposed transaction to close in a timely
manner or at all; the effects of the announcement or pendency of
the proposed transaction on the Company and its business; the
nature, cost, and outcome of any litigation related to the proposed
transaction; general economic conditions; Finish Line’s reliance on
a few key vendors for a majority of its merchandise purchases
(including a significant portion from one key vendor); the
availability and timely receipt of products; the ability to timely
fulfill and ship products to customers; fluctuations in oil prices
causing changes in gasoline and energy prices, resulting in changes
in consumer spending as well as increases in utility, freight, and
product costs; product demand and market acceptance risks; the
inability to locate and obtain or retain acceptable lease terms for
the company’s stores; the effect of competitive products and
pricing; loss of key employees; cybersecurity risks, including
breach of customer data; the potential impact of legal or
regulatory changes, including the impact of the U.S. Tax Cuts and
Jobs Act of 2017; interest rate levels; the impact of inflation; a
major failure of technology and information systems; and the other
risks detailed in Finish Line’s Securities and Exchange Commission
(SEC) filings. Readers are urged to consider these factors
carefully in evaluating the forward-looking statements. Investors
and shareholders are also urged to read the risk factors set forth
in the proxy statement carefully when they are available.
If any of these risks or uncertainties materializes or if any of
the assumptions underlying such forward-looking statements proves
to be incorrect, the developments and future events concerning
Finish Line and JD set forth in this press release may differ
materially from those expressed or implied by these forward-looking
statements. You are cautioned not to place undue reliance on these
statements, which speak only as of the date of this document. We
anticipate that subsequent events and developments will cause our
expectations and beliefs to change. Finish Line assumes no
obligation to update such forward-looking statements to reflect
events or circumstances after the date of this document or to
reflect the occurrence of unanticipated events, unless obligated to
do so under the federal securities laws.
Additional Information for
Shareholders
This communication relates to the proposed merger between Finish
Line and JD. The proposed merger will be submitted to Finish Line’s
and JD’s shareholders for their consideration and approval. In
connection with the proposed merger, Finish Line and JD will file
relevant materials with (i) the SEC, including a proxy statement of
Finish Line, and (ii) the United Kingdom Listing Authority (UKLA)
in the U.K., including a circular of JD. When completed, a
definitive proxy statement and a form of proxy will be mailed to
the shareholders of Finish Line, and a circular will be mailed to
the shareholders of JD. This communication is not a substitute for
the proxy statement, circular, or other document(s) that Finish
Line and/or JD may file with the SEC or the UKLA in connection with
the proposed transaction. Finish Line’s and JD’s shareholders
are urged to read the proxy statement and other documents filed
with the SEC and the U.K. circular regarding the proposed merger
transaction when they become available because they will contain
important information about Finish Line, JD, and the proposed
merger transaction itself. Finish Line’s shareholders will be
able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the
SEC’s website at www.sec.gov. Finish Line’s shareholders also will
be able to obtain, without charge, a copy of the proxy statement
and other relevant documents (when available) by directing a
request by mail or telephone to Finish Line, Inc., 3308 N.
Mitthoeffer Road, Indianapolis, Indiana 46235, Attention: Corporate
Secretary, or by calling (317) 899-1022, or from Finish Line’s
website at www.finishline.com under “Investor Relations –
Financials & SEC Filings.” The information available through
Finish Line’s website is not and shall not be deemed part of this
document or incorporated by reference into other filings Finish
Line makes with the SEC. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
Finish Line, JD, and their respective directors and certain of
their officers may be deemed to be participants in the solicitation
of proxies from Finish Line’s shareholders with respect to the
special meeting of shareholders that will be held to consider the
matters to be approved by Finish Line’s shareholders in connection
with the merger transaction. Information about Finish Line’s
directors and executive officers and their ownership of Finish
Line’s common stock is set forth in the proxy statement for Finish
Line’s 2017 annual meeting of shareholders, as filed with the SEC
on Schedule 14A on June 2, 2017. Shareholders may obtain additional
information regarding the interests of Finish Line and its
directors and executive officers in the proposed merger, which may
be different than those of Finish Line’s shareholders generally, by
reading the proxy statement and other relevant documents regarding
the proposed merger, when filed with the SEC.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorized by the Prudential Regulatory
Authority (PRA) and regulated in the United Kingdom by the PRA and
the Financial Conduct Authority, is acting as financial advisor
exclusively for JD Sports Fashion PLC and no one else in connection
with the merger and will not be responsible to anyone other than JD
Sports Fashion PLC for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the
merger or any other matter referred to in this announcement.
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version on businesswire.com: https://www.businesswire.com/news/home/20180325005104/en/
Finish Line:Dianna Boyce,
317-613-6577Corporate CommunicationsorEd Wilhelm, 317-613-6914Chief
Financial OfficerorJD Sports Fashion
Plc:Andrew JaquesBarnaby Fry0203 128 8100MHP
CommunicationsorBrian Small, 0161 767 1000Chief Financial
Officer
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