US’ Dick’s & Foot Locker report preliminary merger election results

DICK’S Sporting Goods, Inc. (“DICK’S Sporting Goods”) (NYSE: DKS) and Foot Locker, Inc. (“Foot Locker”) (NYSE: FL) announced the preliminary results of the elections made by Foot Locker shareholders of record regarding the form of consideration they wish to receive in exchange for their shares of Foot Locker common stock in connection with the previously announced acquisition of Foot Locker by DICK’S Sporting Goods (the “Merger”). As previously disclosed, the deadline to have made such an election was 5:00 p.m., Eastern Time on August 29, 2025 (the “Election Deadline”).

As further described in the election materials and in the parties’ proxy statement/prospectus dated July 11, 2025, each Foot Locker shareholder was entitled to elect to receive, for each share of Foot Locker common stock held prior to the closing of the Merger, either (i) $24.00 in cash (the “cash consideration”) or (ii) 0.1168 shares of DICK’S Sporting Goods common stock (the “stock consideration”). Foot Locker shareholders who failed to make a proper election by the Election Deadline will receive cash consideration for their shares of Foot Locker common stock.  Foot Locker shareholders who otherwise would have received a fractional share of DICK’S Sporting Goods common stock upon an election for stock consideration will receive cash in lieu of such fractional share.  The election was not subject to a minimum or maximum amount of cash consideration or stock consideration.

Dick’s Sporting Goods and Foot Locker announced preliminary results of shareholder elections for their merger.
Around 92.6 per cent of Foot Locker shareholders opted for stock consideration (0.1168 Dick’s shares per Foot Locker share), while only 1.2 per cent chose cash consideration of $24 per share.
Shareholders who did not elect will receive cash, and fractional shares will be settled in cash.

Based on available information as of the Election Deadline, the preliminary results of the election were:

• Foot Locker shareholders of record of approximately 92.6% of the outstanding shares of Foot Locker common stock elected to receive the stock consideration (which includes 31.6% of the outstanding shares of Foot Locker common stock that made elections pursuant to guaranteed delivery procedures);
• Foot Locker shareholders of record of approximately 1.2% of the outstanding shares of Foot Locker common stock elected to receive the cash consideration (which includes < 0.1% of the outstanding shares of Foot Locker common stock that made elections pursuant to guaranteed delivery procedures); and
• Foot Locker shareholders of record of approximately 6.2% of the outstanding shares of Foot Locker common stock did not make a valid election or did not deliver a valid election form prior to the Election Deadline, which includes approximately 4.5% of the outstanding shares of Foot Locker common stock owned by DICK’S Sporting Goods. Other than the shares of Foot Locker stock owned by DICK’S Sporting Goods, which will be, at the effective time of the Merger, automatically cancelled for no consideration and cease to exist, each non-electing Foot Locker shareholder will be entitled to receive the cash consideration for such shares.

The foregoing results are preliminary only, and final certified results of the election are not expected to be available until shortly before closing of the Merger. As previously disclosed, the Merger is expected to close on September 8, 2025, subject to the satisfaction of remaining customary closing conditions.

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Fibre2Fashion News Desk (RM)

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