According to Dick's Sporting Goods, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to its pending all cash tender offer for all of the outstanding shares of common stock of Galyan's Trading Company, Inc expired at 11:59 p.m. (Eastern Time) on Friday, July 9, 2004.
As previously reported, Dick's and Galyan's have entered into a definitive agreement and plan of merger for Dick's to acquire all of the outstanding stock of Galyan's. Under the terms of the agreement, Galyan's shareholders would receive $16.75 per share in cash. The acquisition is structured as a cash tender offer for all of the issued and outstanding shares of Galyan's.
Dick's commenced the tender offer for the Galyan's shares on June 29, 2004. The tender offer is contingent upon various conditions, including that a majority of Galyan's issued and outstanding common stock on a fully diluted basis being tendered and not withdrawn. The tender offer and withdrawal rights are scheduled to expire at 12:00 Midnight, New York City time, on July 28, 2004, unless extended.
Holders of Galyan's common stock who collectively beneficially own approximately 55% of the outstanding common stock through an affiliate of Freeman Spogli & Co. and Limited Brands, Inc., have agreed to tender their shares to Dick's.
