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Genesco
Genesco Sends Letter Regarding Merger Agreement
Obligations to The Finish Line
NASHVILLE, Tenn., Sept. 19 /PRNewswire-FirstCall/ -- Hal N. Pennington,
Chairman and Chief Executive Officer of Genesco Inc. (NYSE: GCO), today
sent the following letter to Alan H. Cohen, Chairman of the Board and Chief
Executive Officer of The Finish Line, Inc.:
Dear Alan:
I am writing this letter to respond to Gary's letter of September 17 as
well as to set forth our view of what The Finish Line needs to do to move
toward closing.
First, let me reiterate that combining our businesses makes great
strategic sense. Our team still looks forward to joining with yours.
On an ongoing basis, we have routinely shared detailed financial and
operational information with The Finish Line and with UBS, and have
responded promptly to numerous requests for specific information. We
understand that you need certain information in order to be able to obtain
the financing that you need to consummate the transaction, and there are
detailed provisions in the Merger Agreement that provide how that
cooperative process works. Clearly, UBS' most recent request comes within
neither the spirit nor letter of our agreement. It is clear from their own
statements that they are looking for a way out of their commitment -- in
our view, not because of Genesco's results but because the upheaval in the
credit markets makes this deal less profitable for them. We are not going
to allow the litigation consulting firm they have hired to go on a fishing
expedition. We will, however, continue to provide both The Finish Line and
UBS with information related to Genesco in accordance with the detailed
processes set forth in the Merger Agreement. As you know, as recently as
yesterday, we provided additional information required by UBS for inclusion
in your offering memorandum.
The Merger Agreement generally provides that the closing of the merger
shall be on a date no later than the second business day after the closing
conditions to the merger have been satisfied. Our shareholders met Monday
and voted overwhelmingly in favor of the transaction and we have satisfied
all our conditions to closing. However, both The Finish Line and UBS have
continually failed to meet deadlines that they established for their own
actions relative to obtaining the financing to consummate the transaction.
Consequently, Genesco hereby makes the following demands:
*that The Finish Line immediately consummate the merger with Genesco; and
*that The Finish Line immediately deliver a substantially completed draft
offering memorandum relating to its proposed financing to UBS; that UBS
confirm that such substantially completed draft offering memorandum
complies with the terms of the Commitment Letter; that The Finish Line
immediately schedule presentations to the rating agencies for the purpose
of obtaining expedited ratings of The Finish Line's securities; and that
The Finish Line enforce all its rights under the Commitment Letter.
I am sure you can appreciate the obligation we have to our shareholders
to ensure that The Finish Line complies with its obligations under the
Merger Agreement. Alan, I understand that your probable response is going
to be to send me a long letter drafted by your lawyers telling me why you
can't do the things we have demanded or why you need more time or why
things are out of your control. Before you make that response, I encourage
you to think about your obligations under the Merger Agreement, to think
about the risks to your Company if you fail to comply with your obligations
under the Merger Agreement, and whether you are going to continue to stall
us or proceed to enforce your rights against UBS under the Commitment
Letter. I look forward to hearing from you and working with you to
expeditiously consummate the transaction.
Very truly yours,
Hal N. Pennington,
Chairman and Chief Executive Officer
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer, sells footwear,
headwear and accessories in more than 2,050 retail stores in the United
States and Canada, principally under the names Journeys, Journeys Kidz, Shi
by Journeys, Johnston & Murphy, Underground Station, Hatworld, Lids, Hat
Shack, Hat Zone, Head Quarters and Cap Connection, and on internet websites
http://www.journeys.com, http://www.journeyskidz.com,
http://www.undergroundstation.com,
http://www.johnstonmurphy.com, http://www.lids.com, http://www.hatworld.com,
and
http://www.lidscyo.com. The Company also sells footwear at wholesale under
its
Johnston & Murphy brand and under the licensed Dockers brand. Additional
information on Genesco and its operating divisions may be accessed at its
website http://www.genesco.com.
Cautionary Note Regarding Forward-Looking Statements:
Certain statements contained in this press release regard matters that
are not historical facts and are forward looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended, and 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: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; (2) the outcome of any legal
proceedings that have been or may be instituted against Genesco and others
following announcement of the proposal or the merger agreement; (3) the
inability to complete the merger due to the failure to obtain shareholder
approval or the failure to satisfy other conditions to the completion of
the merger, (4) the failure by The Finish Line, Inc. to obtain the
necessary debt financing arrangements set forth in commitment letters they
received in connection with the merger; (5) risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; and (6) the
amount of the costs, fees, expenses and charges related to the merger. Our
business is also subject to a number of risks generally such as: (1)
changing consumer preferences; (2) the companies' inability to successfully
market their footwear, apparel, accessories and other merchandise; (3)
price, product and other competition from other retailers (including
internet and direct manufacturer sales); (4) the unavailability of
products; (5) the inability to locate and obtain favorable lease terms for
the companies' stores; (6) the loss of key employees; (7) general economic
conditions and adverse factors impacting the retail athletic industry; (8)
management of growth; and (9) other risks that are set forth in the "Risk
Factors," "Legal Proceedings" and "Management Discussion and Analysis of
Results of Operations and Financial Condition" sections of, and elsewhere,
in our SEC filings, copies of which may be obtained by contacting the
investor relations department of Genesco via our website
http://www.genesco.com.
Many of the factors that will determine the outcome of the subject matter
of this transcript are beyond Genesco's ability to control or predict.
Genesco undertakes no obligation to release publicly the results of any
revisions to these forward looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events. |
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