JD Sports to acquire all outstanding shares for
$87.50 per share in cash, in a $1.1 billion transaction
Per share price represents a 21% premium to the
April 22, 2024, closing price and a 29% premium to the 120-trading
day volume weighted average price
Combination of best-in-class customer-centric
companies offers brand partners an expanded global platform for
distribution of the latest athletic fashion products
Mike Longo to continue as Hibbett President and
CEO, and Jared Briskin to take on role of Hibbett COO; Hibbett will
maintain HQ in Birmingham
Hibbett, Inc. (“Hibbett”) (Nasdaq:HIBB), an athletic-inspired
fashion retailer, today announced a definitive agreement in which
JD Sports Fashion plc (“JD Sports”) (LSE:JD) will acquire all
outstanding shares of Hibbett for $87.50 per share in cash,
representing an aggregate enterprise value of approximately $1.1
billion.
Mike Longo, President and Chief Executive Officer of Hibbett
said, “Today’s announcement is a true testament to all that our
Hibbett | City Gear teams have built over the years and reinforces
the strength of our brands, our close relationships with our vendor
partners, and our team of dedicated colleagues across the country.
JD Sports is a well-respected global leader in athletic footwear
and fashion that, like us, is committed to the communities and
customers it serves. We are thrilled to begin this new chapter with
JD Sports, and believe the transaction will enable us to fulfill
our customer-oriented mission even more effectively for years to
come.”
Anthony Crudele, Chairman of the Board of Directors of Hibbett,
said, “The transaction with JD Sports will create immediate,
certain and substantial value for Hibbett stockholders while
ensuring that our brands are well-positioned to continue to serve
the customers and communities that have always been the central
focus of Hibbett’s business. The Board unanimously agreed that this
transaction is the best path to maximize the value of Hibbett, and
I am proud of what this company and our outstanding team have
accomplished for all stakeholders.”
“Today is a significant milestone for JD Sports as we take this
transformative step as a global leader in the sports fashion
industry through this transaction with Hibbett,” said Régis
Schultz, Chief Executive Officer of JD Sports. “We’re thrilled to
acquire Hibbett | City Gear, combining two of the most respected
athletic retail brands in the United States, as we continue to
strategically expand our global multi-brand platform. With
Hibbett’s highly complementary footprint, this transaction
represents a logical next step in our strategic growth plans,
further enabling us to meet the dynamic demands of consumers
globally.”
Additional Transaction Details
The Board of Directors of Hibbett has unanimously approved the
definitive merger agreement and the transaction. The transaction is
expected to close in the second half of 2024, subject to receipt of
Hibbett stockholder approval, receipt of required regulatory
approvals, and the satisfaction of other customary conditions to
closing. The transaction is not subject to a financing
condition.
Under the terms of the definitive merger agreement, Hibbett has
agreed to suspend the payment of dividends on its common stock, as
well as the purchase of shares under its existing Stock Repurchase
Program, through the closing of the transaction.
Following the closing of the transaction, Hibbett will join the
JD Sports family of athletic footwear and fashion retail brands and
will cease to be a publicly traded company.
Organizational Structure
Following the closing of the transaction, Mike Longo will
continue to serve as President and Chief Executive Officer and
Jared Briskin will take on the role of Chief Operating Officer of
Hibbett. Hibbett will maintain its corporate headquarters in
Birmingham, Alabama.
Advisors
Solomon Partners Securities, LLC is serving as financial advisor
to Hibbett, and Bass, Berry & Sims PLC is serving as its legal
counsel.
Baird and Rothschild & Co are serving as financial advisors
to JD Sports, and Freshfields Bruckhaus Deringer LLP is serving as
its legal counsel.
About Hibbett, Inc.
Hibbett, headquartered in Birmingham, Alabama, is a leading
athletic-inspired fashion retailer with 1,169 Hibbett, City Gear
and Sports Additions specialty stores located in 36 states
nationwide as of February 3, 2024. Hibbett has a rich history of
convenient locations, personalized customer service and access to
coveted footwear, apparel and equipment from top brands like Nike,
Jordan, New Balance and adidas. Consumers can browse styles, find
new releases, shop looks and make purchases online or in their
nearest store by visiting www.hibbett.com. Follow us @hibbettsports
and @citygear on Facebook, Instagram and Twitter.
About JD Sports Fashion plc
Founded in 1981, the JD Group ('JD') is a leading global
omnichannel retailer of sports fashion brands. JD provides
customers with the latest exclusive products from its strategic
partnerships with the most-loved premium brands - including Nike,
Adidas and The North Face. The vision of JD is to inspire the
emerging generation of consumers through a connection to the
universal culture of sport, music and fashion. JD focuses on four
strategic pillars: global expansion focused on the JD brand first;
leveraging complementary concepts; moving beyond physical retail by
creating a lifestyle ecosystem of relevant products and services;
and doing the best for its people, partners and communities. JD is
a constituent of the FTSE 100 index and had 3,313 stores worldwide
as of March 2, 2024.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking statements, which include
all statements that do not relate solely to historical or current
facts, such as statements regarding our expectations, intentions or
strategies regarding the future. In some cases, you can identify
forward-looking statements by the following words: “aim,”
“anticipate,” “believe,” “can,” “continue,” “could,” “estimate,”
“expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “plan,”
“possible,” “potential,” “predict,” “project,” “ongoing,”
“outlook,” “should,” “seek,” “target,” “will,” “would,” or the
negative of these terms or other similar expressions, although not
all forward-looking statements contain these words. These
forward-looking statements are based on management’s beliefs, as
well as assumptions made by, and information currently available
to, Hibbett. Because such statements are based on expectations as
to future financial and operating results and are not statements of
fact, actual results may differ materially from those projected and
are subject to a number of known and unknown risks and
uncertainties, including: (i) the risk that the proposed
transaction may not be completed in a timely manner or at all,
which may adversely affect Hibbett’s business and the price of
Hibbett’s common stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction,
including the adoption of the merger agreement by Hibbett’s
stockholders and receipt of required regulatory approvals; (iii)
the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger
agreement, including in circumstances requiring Hibbett to pay a
termination fee; (iv) the effect of the announcement or pendency of
the proposed transaction on Hibbett’s business relationships,
operating results and business generally; (v) risks that the
proposed transaction disrupts Hibbett’s current plans and
operations; (vi) Hibbett’s ability to retain and hire key personnel
in light of the proposed transaction; (vii) risks related to
diverting management’s attention from Hibbett’s ongoing business
operations; (viii) unexpected costs, charges or expenses resulting
from the proposed transaction; (ix) potential litigation relating
to the transaction that could be instituted against JD Sports
Fashion plc, Hibbett or their or their affiliates’ respective
directors, managers or officers, including the effects of any
outcomes related thereto; (x) continued availability of capital and
financing and rating agency actions; (xi) certain restrictions
during the pendency of the transaction that may impact Hibbett’s
ability to pursue certain business opportunities or strategic
transactions; (xii) unpredictability and severity of catastrophic
events, including but not limited to acts of terrorism, war,
hostilities, epidemics or pandemics, as well as management’s
response to any of the aforementioned factors; (xiii) other risks
described in Hibbett’s filings with the SEC, such risks and
uncertainties described under the headings “Forward-Looking
Statements,” “Risk Factors” and other sections of Hibbett’s Annual
Report on Form 10-K filed with the SEC on March 25, 2024 and
subsequent filings; and (xiv) those risks and uncertainties that
will be described in the proxy statement that will be filed with
the SEC (if and when it becomes available) from the sources
indicated below. While the list of risks and uncertainties
presented here is, and the discussion of risks and uncertainties to
be presented in the proxy statement will be, considered
representative, no such list or discussion should be considered a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
and legal liability to third parties and similar risks, any of
which could have a material adverse effect on the completion of the
transaction and/or Hibbett’s consolidated financial condition,
results of operations, credit rating or liquidity. The
forward-looking statements speak only as of the date they are made.
Hibbett undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to
Find it
In connection with the transaction, Hibbett intends to file a
preliminary proxy statement on Schedule 14A with the SEC. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, COMPANY STOCKHOLDERS ARE
URGED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS, INCLUDING THE DEFINITIVE PROXY STATEMENT (IF
AND WHEN IT BECOMES AVAILABLE), THAT ARE FILED OR WILL BE FILED
WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. The
definitive proxy statement (if and when it becomes available) will
be mailed to stockholders of Hibbett. Stockholders will be able to
obtain the documents (when they become available) free of charge at
the SEC’s website, http://www.sec.gov. In addition, stockholders
may obtain free copies of the documents (if and when they become
available) on Hibbett’s website, https://investors.hibbett.com.
Participants in the
Solicitation
Hibbett and certain of its directors, executive officers and
other employees, under the SEC’s rules, may be deemed to be
participants in the solicitation of proxies of Hibbett’s
stockholders in connection with the transaction. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction and their
respective direct and indirect interests in the transaction, by
security holdings or otherwise, will be included in the definitive
proxy statement and other materials to be filed with the SEC in
connection with the transaction (if and when they become
available). Free copies of these documents may be obtained as
described in the preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240422691607/en/
Gavin A. Bell, CFA Vice President, Finance & Investor
Relations Hibbett, Inc. gavin.bell@hibbett.com
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