Big 5 Sporting Goods Corporation reported that at a special meeting of its stockholders held on Friday, September 26, they voted to approve the company’s acquisition by WSG Merger LLC, a wholly owned subsidiary of Worldwide Golf Group.
Upon completion of the transaction, expected to be on or about September 30, 2025, Big 5 will become a privately held company, and shares of Big 5 common stock (BGFV) will no longer be publicly listed on any market.
A Fly in the Ointment?
As part of an 8-K filing on September 15, 2025, Big 5 stated that, as of September 12, 2025 it was aware of two complaints that had been filed by purported stockholders of Big 5: Johnson v. Big 5 Sporting Goods Corporation et al., No. 655251/2025, and Smith v. Big 5 Sporting Goods Corporation et al., No. 655288/2025, each filed in The Supreme Court of the State of New York in the County of New York.
The complaints were reportedly filed as individual actions against the company and its current members of the board of directors, in which they allege, among other things, that certain disclosures in the preliminary proxy statement filed in connection with the proposed merger omitted certain purported material information regarding, among other things, the background of the merger and analyses performed by Moelis & Company, LLC. The complaints also assert claims for negligent misrepresentation, concealment and negligence.
The Big 5 also received fifteen demand letters on behalf of purported stockholders (the Demand Letters, together with the Complaints, collectively referred to as the Demands). The Demand Letters allege that the preliminary proxy statement and Proxy Statement omitted certain purportedly material information and set forth similar claims as those set forth in the Complaints.
“While Big 5 believes that the disclosures set forth in the Proxy Statement comply fully with applicable law and denies the allegations in the Demands, in order to moot the purported stockholders’ disclosure claims, avoid nuisance, potential expense and business delay, Big 5 has determined to voluntarily supplement certain disclosures in the Proxy Statement related to purported stockholders’ claims and demands with the supplemental disclosures set forth below (Supplemental Disclosures), the company noted in its filing.
Big 5 said nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity, or materiality under applicable law of any of the disclosures set forth herein or in the Proxy Statement. To the contrary, Big 5 specifically denies all allegations that any additional disclosure was or is required or material.
The company listed a total of 12 paragraphs and tables in the Proxy Statement that were amended and supplemented by adding or clarifying text in the Statement.
Image courtesy Big 5 Sporting Goods Corporation
