Finish Line to Acquire Genesco Creating Leading $2.8 Billion Retailer

Transaction Provides The Finish Line with Increased Scale, Diversification

and New Growth Opportunities

Jun 18, 2007, 01:00 ET from The Finish Line, Inc.

    INDIANAPOLIS and NASHVILLE, Tenn., June 18 /PRNewswire-FirstCall/ --
 The Finish Line, Inc. (Nasdaq:   FINL) and Genesco Inc. (NYSE:   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.
     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.
     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.
     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 or 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 and
     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 and
     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,,,,,, and 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
     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, and
     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 and
 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").
 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:// 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
     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.