The Finish Line, Inc. and Genesco Inc. Boards of Directors have unanimously approved a definitive merger agreement under which The Finish Line will acquire all of the outstanding common shares of Genesco for $54.50 per share in cash. The total transaction value is approximately $1.5 billion. The offer price represents a premium of 37.7% over Genesco's three-month average undisturbed stock price ended March 9, 2007. The transaction is expected to be completed in Fall 2007. The Finish Line expects the transaction to be accretive to its net income, before consideration of incremental amortization resulting from the transaction, in the first full year after closing.
The transaction enhances The Finish Line's position as a leading footwear and apparel retailer. With Genesco, The Finish Line will have strong market positions across multiple footwear and apparel categories, including athletic, sport casual, lifestyle, brown shoe and headwear. The combined company's portfolio of retail concepts will include Finish Line, Man Alive and Paiva as well as Journeys, Journeys Kids, Shi by Journeys, Underground Station, Jarman, Johnston & Murphy, Hat World, Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Lids Kids. In addition, the combined company's licensed and wholesale footwear and apparel business will include Johnston & Murphy and licensed brands.
“This is a compelling strategic transaction that affords exciting opportunities to our shareholders, business partners and employees,” said Alan H. Cohen, Chief Executive Officer of The Finish Line. “With Genesco, we will enhance our strength in athletics and gain an immediate presence in new and growing retail categories to further diversify our business and deepen our vendor relationships. We believe the increased scale achieved through our combination will better enable us to drive strong returns in this competitive retail environment.
“We have great admiration for the Genesco team and their proven record of identifying and capitalizing on new consumer trends. Their long-term success in operating under different retail banners and their industry-leading merchandising strategies will strongly complement our own initiatives,” continued Mr. Cohen. “The Finish Line and Genesco share a heritage of superior service, dedication to employees and a culture of creativity. Through this combination, we ensure that these characteristics that have long distinguished our companies will continue. We welcome Genesco's management and employees to The Finish Line and are confident that they will be an important part of the combined company's success.”
“Following a review of our strategic alternatives, we believe that this combination is in the best interests of our shareholders. We have long admired The Finish Line's entrepreneurial spirit, and believe that together we will be able to leverage the combined companies' scale and talents,” said Genesco's Chief Executive Officer, Hal N. Pennington. “In addition, Genesco and The Finish Line share similar philosophies that promote a strong team culture and the spirit of creativity. These value systems, which have long distinguished our companies, will continue to define the next chapter of our history together.”
Benefits of the Transaction
- Increased Scale. On a pro forma basis, the combined company had
revenues of approximately $2.8 billion, based on the twelve months
trailing as of May 31, 2007. In addition, The Finish Line will have
expanded platforms for future growth with 2,870 retail stores
throughout the United States, Canada and Puerto Rico.
- New Growth Opportunities. Already a leader in athletic footwear and
apparel with its Finish Line stores, the transaction adds growing
retail concepts to The Finish Line's portfolio. These include
Journeys, which offers the most trend-relevant footwear and accessories
for young adults, Hat World, the leading mall-based retailer of the
latest team and fashion headwear, and Johnston and Murphy, the premier
lifestyle brand for men. The Finish Line will also gain a presence in
the growing branded and licensed wholesale business, as well as the
recently launched concepts of Shi by Journeys and Lids Kids.
- Broad Portfolio of Retail Businesses. As a result of the combined
company's multiple retail concepts and more extensive product offerings
across footwear and apparel categories, The Finish Line will be able to
satisfy a wider spectrum of consumers and their needs.
- Cost Savings and Operational Efficiencies. The transaction is expected
to generate approximately $15 million to $20 million in annual cost
savings beginning in the first full year of operations, including
integration costs, from shared administrative services, increased scale
in purchasing, marketing and advertising, and sourcing and logistics
efficiencies. This transaction is about growth, and The Finish Line
does not expect significant changes to the workforce.
The Finish Line expects the transaction to be funded through a combination of approximately $11 million in cash on hand and up to $1.6 billion in financing pursuant to a commitment provided by UBS Securities LLC, consisting of a Revolving Credit Facility, a Senior Secured Term Loan and a Senior Bridge Facility. Following the transaction, The Finish Line believes its strong cash flow from operations will allow it to reduce its net debt and fully fund its growth initiatives.
Upon the close of the transaction, Genesco will become a subsidiary of The Finish Line. The Company will be headquartered in Indianapolis, Indiana and will maintain Genesco's operations in Nashville, Tennessee.
The transaction is subject to approval by Genesco shareholders and the satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is expected to close in Fall 2007 and is not subject to any financing conditions.
UBS Securities LLC served as financial advisor to the Board of Directors of The Finish Line in connection with the transaction. Peter J. Solomon Company also provided financial advisory services to the Finish Line Board, and Gibson, Dunn & Crutcher LLP is legal counsel. Goldman, Sachs & Co. served as financial advisor to Genesco, and Bass, Berry & Sims PLC is legal counsel.
