Foot Locker, Inc. announced in a regulatory filing that Dick’s Sporting Goods, Inc. has voluntarily withdrawn its pre-merger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act as part of its plans to acquire Foot Locker. The withdrawal, made on Wednesday, July 23, is intended to provide the Federal Trade Commission with additional time to review the proposed transaction.
According to a statement released in the SEC filing, Dick’s plans to resubmit its notification and report form on or about Friday, July 25, which will start a new 30-day waiting period as required by the HSR Act.
Foot Locker said in the filing, “Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions.” Foot Locker added that Dick’s and Foot Locker’s team “continue to work constructively with FTC staff in the FTC’s review of the Mmerger and continue to expect to consummate the merger in the second half of 2025, subject to the receipt of required regulatory approvals, the adoption of the merger agreement by Foot Locker’s shareholders, and the satisfaction or waiver of other customary closing conditions.”
On May 15, Dick’s announced that it entered into a definitive agreement to acquire Foot Locker for approximately $2.4 billion. Based on the closing price of Foot Locker common stock on May 14, 2025, the $24.00 per-share consideration represented a premium of approximately 66 percent to Foot Locker’s 60-trading-day volume-weighted average price. The total consideration represents an acquisition multiple of approximately 6.1x fiscal 2024 adjusted EBITDA.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of Dick’s and Foot Locker, Foot Locker shareholders can elect to receive either $24.00 in cash or 0.1168 shares of Dick’s common stock for each share of Foot Locker common stock.
Image courtesy Dicks/Footlocker
