Everlast Worldwide Inc. last week agreed to be acquired by the United
Kingdom's Sports Direct International, but the offer was quickly topped
by a higher offer from its original suitor, The Hidary Group.
On Thursday, Everlast said it had reached an agreement to be acquired
by Sports Direct for about $168 million in cash, or $30 a share. That
topped a previous bid of $146 million, or $26.50 a share, made by
Hidary Group on June 1.
Everlast also said it ended its previous buyout agreement with Hidary
and paid Hidary a termination fee of $3 million. Hidary is a
Manhattan-based investor group, but its affiliate, M. Hidary & Co.,
is a licensee of Everlast men's and boy's wear.
Sports Direct, owned by U.K. billionaire Mike Ashley, is the UK's
largest seller of sporting goods through its Sports World stores. It
also owns the Lillywhites sports store in Central London. The purchase
would broaden Sports Directs stable of brands, which includes
Slazenger, Dunlop, Karrimor, Lonsdale and Donnay.
Dave Forsey, Sports Direct's chief executive, said: “The Sports Direct
board is confident that this acquisition will benefit our wholesale,
licensing and retail businesses, while providing us with a significant
stepping stone into the important US market.”
Seth Horowitz, Everlast's chairman, president and CEO, said, “We are
pleased with the terms of this transaction and believe it is in the
best interests of the company's stockholders. We believe the strength
of the Everlast brand worldwide will compliment Sports Direct's
portfolio of internationally-recognized sports and leisure brands.”
Everlast said the deal is subject to stockholder approval and other
customary conditions and is expected to be completed during the second
half of 2007.
However, Hidary Group on Friday raised its cash bid for Everlast to
$175 million, or $31.25 a share. The group also said that Everlast
shareholders have the option of rolling up to 50 percent of their
shares into the deal to become investors in the new entity.
The New York investment group said Burlingame, Everlast's largest
independent shareholder, as well as another major shareholder have
committed to this option. In total, Everlast shareholders holding about
17.7 percent of the company's outstanding stock have already agreed to
participate in this plan, Hidary said. Furthermore, Hidary said that if
the termination fee agreed to by Everlast in connection with the Sports
Direct transaction is invalidated, Hidary would consider further
raising its bid.
Hidary's newest offer represents a 35 percent premium to the stock's May 31 closing price.
“Our superior and unique offer provides the greatest value to
shareholders, and we remain committed to enhancing Everlast's iconic
global brand as part of our group of companies,” said Jack Hidary,
managing partner of Hidary. “Our strong relationship with Everlast and
long history in the sports and athletic apparel marketplace make The
Hidary Group an ideal fit for Everlast Worldwide, its management and
its employees.”
An Everlast spokeswoman said the company had no comment regarding the
new Hidary offer, and she wasn't sure if Everlast was obligated to
accept new offers. She said Everlast plans to file proxy materials
regarding its Sports Direct offer with the Securities & Exchange
Commission.
