Dick's Sporting Goods, Inc. has completed its acquisition of Galyan's Trading Company, Inc. by merger. Dick's had earlier announced the successful completion of its tender offer for all of the issued and outstanding shares of the common stock of Galyan's. Approximately 95% of the issued and outstanding shares of Galyan's common stock were tendered pursuant to Dick's offer of $16.75 per share in cash.
Dick's acquired Galyan's shares that remained outstanding following the tender offer, through a short-form merger under Indiana law, by which a wholly-owned subsidiary of Dick's merged into Galyan's. Each share of Galyan's common stock that remained outstanding after the tender offer was converted into the right to receive $16.75 in cash, net to the seller without interest, the same amount of consideration paid for shares tendered in the offer. As a result, Galyan's has become a wholly-owned subsidiary of Dick's. Under applicable law, the merger was not subject to approval of the shareholders of Galyan's.
Ed Stack, Chairman and CEO of Dick's Sporting Goods, said, “We are very excited to announce the completion of this acquisition. The premium real estate and logistics infrastructure acquired from Galyan's, combined with the accretive nature of the acquisition, creates a compelling rationale for this transaction.”
The tender offer and merger plans were previously announced on June 21, 2004. With the addition of the 48 Galyan's stores to the 173 Dick's stores operating today, Dick's will now operate 221 stores in 32 states. Dick's and Galyan's generated combined sales of approximately $2.2 billion in fiscal 2003. All necessary regulatory approvals for the acquisition were obtained, and, the company increased and extended its existing credit facility to a $350 million facility expiring in July, 2008.
Dick's tender offer for Galyan's expired, as scheduled, at 12:00 Midnight, New York City Time, on Wednesday, July 28, 2004. The Computershare Trust Company of New York, the Depositary for the offer, has advised Dick's that a total of 17,894,332 shares of Galyan's common stock were validly tendered into the offer and not withdrawn, which includes 1,328,301 shares tendered pursuant to guaranteed delivery procedures. All validly tendered shares were accepted for a purchase price of $16.75 per share in cash, net to the seller without interest, in accordance with the terms of the offer. Payment for the shares will be made promptly.
