INDIANAPOLIS, March 4 /PRNewswire-FirstCall/ -- The Finish Line, Inc.
(Nasdaq: FINL) (the "Company") announced today that it has entered into a
Settlement Agreement settling all litigation relating to the proposed
acquisition of Genesco Inc. and the provision of financing for the
acquisition by UBS LLC and UBS Loan Finance LLC (collectively "UBS").
Pursuant to the settlement, the pending merger of Genesco and the Company
has been terminated. The Boards of Directors of the Company and Genesco
approved the Settlement Agreement on Monday, March 3, 2008.
(Logo: http://www.newscom.com/cgi-bin/prnh/20020603/FINISHLINELOGO )
The parties have agreed to settle the actions filed by UBS in the
United States District Court for the Southern District of New York and
filed by Genesco in the Chancery Court for the State of Tennessee and to
terminate the Agreement and Plan of Merger relating to the Company's
acquisition of Genesco and the Bank and Bridge Facilities Commitment Letter
between UBS and the Company. As consideration for the settlement, the
Company and UBS have agreed to pay Genesco a cash payment totaling $175
million and the Company also has agreed to issue to Genesco 6,518,971
shares of the Company's Class A Common Stock. Genesco intends to distribute
these shares to its shareholders as soon as reasonably practicable
following registration of such shares by the Company.
Pursuant to a separate agreement between the Company and UBS regarding
the $175 million payment, UBS will pay $136 million of that amount to
Genesco and the Company will pay the remaining $39 million to Genesco. The
Settlement Agreement provides for the cash payment and the issuance of the
Shares to Genesco to be made no later than 5:00 p.m. Eastern Standard Time
on Friday, March 7, 2008. The Settlement Agreement provides for customary
mutual releases.
The Settlement Agreement also includes a standstill agreement, which
includes the agreements of Genesco and the Company that, for a period of
three years, neither of such parties will (i) acquire, or cause their
affiliates to acquire, an ownership interest in the other party; (ii) offer
or seek a business combination or similar transaction with the other party;
(iii) seek or propose to influence or control the management, Boards of
Directors or policies of the other party, seek representation on the Boards
of Directors of the other party, or solicit proxies or consents with
respect to the securities of the other party; or (iv) enter into
discussions, negotiations, arrangements or understandings with any third
party with respect to the foregoing.
"This agreement is a positive step for Finish Line," said Alan H.
Cohen, Chairman and CEO of The Finish Line Inc. "I would like to thank our
Board of Directors for their guidance and counsel and our employees for
their support. With the litigation firmly behind us, we will be able to
focus all of our resources and attention on our fiscal 2009 goals and
strategic priorities."
About The Finish Line
The Finish Line, Inc. is one of the largest mall-based specialty
retailers operating under the Finish Line and Man Alive brand names. The
Finish Line, Inc. is publicly traded on the NASDAQ Global Select Market
under the symbol FINL. The Company currently operates 697 Finish Line
stores in 47 states and online and 94 Man Alive stores in 19 states and
online. To learn more about these brands, visit http://www.finishline.com and
http://www.manalive.com.
Forward-Looking Statements
Certain statements contained in this press release regard matters that
are not historical facts and are forward looking statements (as such term
is defined in the rules promulgated pursuant to the Securities Act of 1933,
as amended). Because such forward looking statements contain risks and
uncertainties, actual results may differ materially from those expressed in
or implied by such forward looking statements. Factors that could cause
actual results to differ materially include, but are not limited to:
changing consumer preferences; the Company's inability to successfully
market its footwear, apparel, accessories and other merchandise; price,
product and other competition from other retailers (including internet and
direct manufacturer sales); the unavailability of products; the inability
to locate and obtain favorable lease terms for the Company's stores; the
loss of key employees, general economic conditions and adverse factors
impacting the retail athletic industry; management of growth; uncertainties
relating to the closing of the actions contemplated by, and the
satisfaction of the conditions of, the Settlement Agreement; and the other
risks detailed in the Company's Securities and Exchange Commission filings,
which are incorporated herein by reference. The Company undertakes no
obligation to release publicly the results of any revisions to these
forward looking statement that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
CONTACTS:
Investor Relations,
Kevin S. Wampler, Executive Vice President - CFO,
317-899-1022, ext 6914
Media Requests,
Elise Hasbrook,
Corporate Communications Manager,
317-899-1022, ext 6827
SOURCE The Finish Line, Inc.
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Related links:
http://www.finishline.com
http://www.manalive.com
Photo Notes:http://www.newscom.com/cgi-bin/prnh/20020603/FINISHLINELOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Investor Relations, Kevin S. Wampler,
Executive Vice President - CFO, +1-317-899-1022, ext 6914; Media
Requests, Elise Hasbrook, Corporate Communications Manager,
+1-317-899-1022, ext 6827, both of The Finish Line, Inc.
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