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Finish Line to Acquire Genesco Creating Leading $2.8 Billion Retailer
Transaction Provides The Finish Line with Increased Scale, Diversification
and New Growth Opportunities
INDIANAPOLIS and NASHVILLE, Tenn., June 18 /PRNewswire-FirstCall/ --
The Finish Line, Inc. ( FINL) and Genesco Inc. ( GCO) today
announced that the Boards of Directors of both companies have unanimously
approved a definitive merger agreement under which The Finish Line will
acquire all of the outstanding common shares of Genesco for $54.50 per
share in cash. The total transaction value is approximately $1.5 billion.
The offer price represents a premium of 37.7% over Genesco's three-month
average undisturbed stock price ended March 9, 2007. The transaction is
expected to be completed in Fall 2007. The Finish Line expects the
transaction to be accretive to its net income, before consideration of
incremental amortization resulting from the transaction, in the first full
year after closing.
The transaction enhances The Finish Line's position as a leading
footwear and apparel retailer. With Genesco, The Finish Line will have
strong market positions across multiple footwear and apparel categories,
including athletic, sport casual, lifestyle, brown shoe and headwear. The
combined company's portfolio of retail concepts will include Finish Line,
Man Alive and Paiva as well as Journeys, Journeys Kids, Shi by Journeys,
Underground Station, Jarman, Johnston & Murphy, Hat World, Lids, Hat Shack,
Hat Zone, Head Quarters, Cap Connection and Lids Kids. In addition, the
combined company's licensed and wholesale footwear and apparel business
will include Johnston & Murphy and licensed brands.
"This is a compelling strategic transaction that affords exciting
opportunities to our shareholders, business partners and employees," said
Alan H. Cohen, Chief Executive Officer of The Finish Line. "With Genesco,
we will enhance our strength in athletics and gain an immediate presence in
new and growing retail categories to further diversify our business and
deepen our vendor relationships. We believe the increased scale achieved
through our combination will better enable us to drive strong returns in
this competitive retail environment.
"We have great admiration for the Genesco team and their proven record
of identifying and capitalizing on new consumer trends. Their long-term
success in operating under different retail banners and their
industry-leading merchandising strategies will strongly complement our own
initiatives," continued Mr. Cohen. "The Finish Line and Genesco share a
heritage of superior service, dedication to employees and a culture of
creativity. Through this combination, we ensure that these characteristics
that have long distinguished our companies will continue. We welcome
Genesco's management and employees to The Finish Line and are confident
that they will be an important part of the combined company's success."
"Following a review of our strategic alternatives, we believe that this
combination is in the best interests of our shareholders. We have long
admired The Finish Line's entrepreneurial spirit, and believe that together
we will be able to leverage the combined companies' scale and talents,"
said Genesco's Chief Executive Officer, Hal N. Pennington. "In addition,
Genesco and The Finish Line share similar philosophies that promote a
strong team culture and the spirit of creativity. These value systems,
which have long distinguished our companies, will continue to define the
next chapter of our history together."
Benefits of the Transaction
- Increased Scale. On a pro forma basis, the combined company had
revenues of approximately $2.8 billion, based on the twelve months
trailing as of May 31, 2007. In addition, The Finish Line will have
expanded platforms for future growth with 2,870 retail stores
throughout the United States, Canada and Puerto Rico.
- New Growth Opportunities. Already a leader in athletic footwear and
apparel with its Finish Line stores, the transaction adds growing
retail concepts to The Finish Line's portfolio. These include
Journeys, which offers the most trend-relevant footwear and accessories
for young adults, Hat World, the leading mall-based retailer of the
latest team and fashion headwear, and Johnston and Murphy, the premier
lifestyle brand for men. The Finish Line will also gain a presence in
the growing branded and licensed wholesale business, as well as the
recently launched concepts of Shi by Journeys and Lids Kids.
- Broad Portfolio of Retail Businesses. As a result of the combined
company's multiple retail concepts and more extensive product offerings
across footwear and apparel categories, The Finish Line will be able to
satisfy a wider spectrum of consumers and their needs.
- Cost Savings and Operational Efficiencies. The transaction is expected
to generate approximately $15 million to $20 million in annual cost
savings beginning in the first full year of operations, including
integration costs, from shared administrative services, increased scale
in purchasing, marketing and advertising, and sourcing and logistics
efficiencies. This transaction is about growth, and The Finish Line
does not expect significant changes to the workforce.
Financing
The Finish Line expects the transaction to be funded through a
combination of approximately $11 million in cash on hand and up to $1.6
billion in financing pursuant to a commitment provided by UBS Securities
LLC, consisting of a Revolving Credit Facility, a Senior Secured Term Loan
and a Senior Bridge Facility. Following the transaction, The Finish Line
believes its strong cash flow from operations will allow it to reduce its
net debt and fully fund its growth initiatives.
Headquarters
Upon the close of the transaction, Genesco will become a subsidiary of
The Finish Line. The Company will be headquartered in Indianapolis, Indiana
and will maintain Genesco's operations in Nashville, Tennessee.
Approvals and Time to Close
The transaction is subject to approval by Genesco shareholders and the
satisfaction of customary closing conditions and regulatory approvals,
including expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
transaction is expected to close in Fall 2007 and is not subject to any
financing conditions.
Advisors
UBS Securities LLC served as financial advisor to the Board of
Directors of The Finish Line in connection with the transaction. Peter J.
Solomon Company also provided financial advisory services to the Finish
Line Board, and Gibson, Dunn & Crutcher LLP is legal counsel. Goldman,
Sachs & Co. served as financial advisor to Genesco, and Bass, Berry & Sims
PLC is legal counsel.
Conference Call and Webcast
The Finish Line will hold a conference call and webcast today at 10:00
a.m. Eastern Time to discuss this morning's announcement. Presentation
materials can be accessed through the companies' websites at
www.finishline.com or www.genesco.com. To participate in the call, dial
888- 603-6873, conference code 8926590. International callers should dial
973-582- 2706. The call will also be simultaneously webcast at
www.finishline.com and www.genesco.com.
A replay of the conference call will be available through June 25, 2007
and can be accessed by dialing 877-519-4471, conference code 8926590.
International callers can access the replay by dialing 973-341-3080. The
replay will also be available at www.finishline.com and www.genesco.com.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer, sells footwear,
headwear and accessories in more than 2,050 retail stores in the United
States and Canada, principally under the names Journeys, Journeys Kidz, Shi
by Journeys, Johnston & Murphy, Underground Station, Hatworld, Lids, Hat
Shack, Hat Zone, Head Quarters and Cap Connection, and on internet websites
www.journeys.com, www.journeyskidz.com, www.undergroundstation.com,
www.johnstonmurphy.com, www.lids.com, www.hatworld.com, and
www.lidscyo.com. The Company also sells footwear at wholesale under its
Johnston & Murphy brand and under the licensed Dockers brand. Additional
information on Genesco and its operating divisions may be accessed at its
website http://www.genesco.com.
About The Finish Line, Inc.
The Finish Line, Inc. is one of the largest mall-based specialty
retailers operating under the Finish Line, Man Alive and Paiva brand names.
The Finish Line, Inc. is publicly traded on the NASDAQ Global Select Market
under the symbol FINL. The Company currently operates 694 Finish Line
stores in 47 states and online, 93 Man Alive stores in 19 states, and 15
Paiva stores in 10 states and online. To learn more about these brands,
visit www.finishline.com, www.manalive.com and www.paiva.com.
Forward-Looking Statements
Certain statements contained in this press release regard matters that
are not historical facts and are forward looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended, and the rules promulgated
pursuant to the Securities Act of 1933, as amended. Because such forward
looking statements contain risks and uncertainties, actual results may
differ materially from those expressed in or implied by such forward
looking statements. Factors that could cause actual results to differ
materially include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; (2) the outcome of any legal
proceedings that have been or may be instituted against Genesco and others
following announcement of the proposal or the merger agreement; (3) the
inability to complete the merger due to the failure to obtain shareholder
approval or the failure to satisfy other conditions to the completion of
the merger, including the expiration of the waiting period under the
Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended, and the
receipt of other required regulatory approvals; (4) the failure to obtain
the necessary debt financing arrangements set forth in commitment letters
received in connection with the merger; (5) risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; (6) the
ability to recognize the benefits of the merger; (7) the amount of the
costs, fees, expenses and charges related to the merger and the actual
terms of certain financings that will be obtained for the merger; and (8)
the impact of the substantial indebtedness incurred to finance the
consummation of the merger. Our businesses are also subject to a number of
risks generally such as: (1) changing consumer preferences; (2) the
companies' inability to successfully market their footwear, apparel,
accessories and other merchandise; (3) price, product and other competition
from other retailers (including internet and direct manufacturer sales);
(4) the unavailability of products; (5) the inability to locate and obtain
favorable lease terms for the companies' stores; (6) the loss of key
employees; (7) general economic conditions and adverse factors impacting
the retail athletic industry; (8) management of growth; and (9) other risks
that are set forth in the "Risk Factors," "Legal Proceedings" and
"Management Discussion and Analysis of Results of Operations and Financial
Condition" sections of, and elsewhere, in their SEC filings, copies of
which may be obtained by contacting the investor relations departments of
each company via their websites www.finishline.com and www.genesco.com.
Many of the factors that will determine the outcome of the subject matter
of this press release are beyond The Finish Line's and Genesco's ability to
control or predict. The companies undertake no obligation to release
publicly the results of any revisions to these forward looking statement
that may be made to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events.
Important Additional Information and Where to Find It
In connection with the proposed merger, Genesco will file a proxy
statement with the Securities and Exchange Commission (the "SEC").
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by Genesco at the SEC website at http:// www.sec.gov. The
proxy statement and other documents also may be obtained for free from
Genesco by directing such request to Genesco, Investor Relations, Office of
the Secretary, 1415 Murfreesboro Road, Nashville, Tennessee 37217,
telephone (615) 367-7000.
Finish Line may commence a tender offer for the approximately 60,000
outstanding shares of Genesco's employees' subordinated convertible
preferred stock, which are convertible into 60,000 shares of common stock
but are currently not redeemable (the "Employees Preferred Stock"), at
$54.50 per share, subject to certain conditions (the "Tender Offer"). The
Tender Offer has not been commenced and may not be commenced. This press
release is neither an offer to purchase nor a solicitation of an offer to
sell any securities. If the Tender Offer is commenced, the solicitation and
the offer to buy shares of the Employee Preferred Stock will be made solely
by an offer to purchase and related letter of transmittal to be
disseminated to the holders of the Employee Preferred Stock if and when the
Tender Offer is the commenced. If the Tender Offer is commenced, holders of
the Employee Preferred Stock are advised to read the Offer to Purchase on
Schedule TO that Finish Line will file with the Securities and Exchange
Commission in the event the Tender Offer is commenced and the
solicitation/recommendation of the Board of Directors of Genesco on
Schedule 14D-9 that Genesco may file in the event the Tender Offer is
commenced, when they are available, because these documents will contain
important information. If the Tender Offer is commenced, the Offer to
Purchase, the Solicitation/Recommendation Statement and any other relevant
documents filed with the SEC will be made available to holders of the
Employee Preferred Stock at no expense to them and will also be available
without charge at the SEC's website at www.sec.gov.
Participants in the Solicitation
Genesco and its directors, executive officers and other members of its
management and employees may be deemed participants in the solicitation of
proxies from its shareholders in connection with the proposed merger.
Information concerning the interests of Genesco's participants in the
solicitation, which may be different than those of Genesco shareholders
generally, is set forth in Genesco's proxy statements and Annual Reports on
Form 10-K, previously filed with the SEC, and will be set forth in the
proxy statement relating to the merger when it becomes available.
The Finish Line Genesco
Investor Relations Investor Relations
Kevin S. Wampler James S. Gulmi
Executive Vice President - CFO Senior Vice President, Finance and CFO
317-899-1022, Extension 6914 615-367-8325
Media Relations Media Relations
Elise Hasbrook Claire S. McCall
Corporate Communications Manager Director of Corporate Relations
317-899-1022, Extension 6827 615-367-8283
SOURCE The Finish Line, Inc.













