Golf Galaxy Announces Early Termination of Hart-Scott-Rodino Act Waiting Period for Acquisition by Dick's Sporting Goods
23 December 2006 - 9:41AM
PR Newswire (US)
EDEN PRAIRIE, Minn., Dec. 22 /PRNewswire-FirstCall/ -- Golf Galaxy,
Inc. (NASDAQ:GGXY) announced today that the pending acquisition of
Golf Galaxy by Dick's Sporting Goods, Inc. (NYSE:DKS) has received
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act. As announced on Nov. 13, 2006, Golf
Galaxy entered into an acquisition agreement with Dick's Sporting
Goods, Inc. Under the terms of the agreement, each outstanding
share of Golf Galaxy common stock will be converted into the right
to receive $18.82 per share in cash, without interest. Completion
of the acquisition is contingent upon various conditions, which are
more fully set forth in the agreement, and includes, among other
things, approval of the transaction by Golf Galaxy's shareholders.
The companies expect to complete the acquisition in February of
2007, subject to customary closing conditions. About Golf Galaxy
Golf Galaxy, Inc., based in Eden Prairie, Minn., is a multi-channel
golf specialty retailer. The company currently operates 65 stores
in 24 states, ecommerce websites and catalog operations. The
company's Everything for the Game(R) merchandising strategy offers
a comprehensive selection of competitively priced brand name golf
equipment, accessories, apparel, golf services, and golf
instruction by on-staff certified PGA professionals in a unique
interactive store environment. The GolfWorks, a leading brand for
golf club components, clubmaking tools and technical information,
is a wholly owned subsidiary of Golf Galaxy. For more information,
visit http://www.golfgalaxy.com/ and http://www.golfworks.com/.
Forward-Looking Statements This news release contains
forward-looking statements about Golf Galaxy and readers should not
place undue reliance on any forward-looking statements that are
current only as of the date made. These forward-looking statements
are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or
those expressed in forward-looking statements. The factors listed
below, among others, could cause the company's actual financial
performance to differ materially from that expressed in any
forward-looking statement: A decline in the popularity of golf or
golf-related products and services; limitations imposed by
suppliers on the amount or variety of products; failure by
suppliers to develop and introduce new products or if new products
result in excessive close-outs of existing inventories; seasonal
fluctuation in demand for products; weather conditions; ability to
successfully implement growth plan; competition in the golf and
sporting goods industry; a decline in discretionary spending;
availability of adequate capital to fund growth; loss of key
management; the company's ability to successfully integrate
acquired companies, including The GolfWorks; the failure to obtain
shareholder adoption and approval of the acquisition agreement or
the failure to satisfy other closing conditions with respect to the
proposed acquisition; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
acquisition agreement; the failure of the proposed acquisition to
close for any other reason; and the amount of costs, fees, expenses
and other charges relating to the acquisition. Additional
information concerning these and other factors that could cause
actual results to differ materially from those in the
forward-looking statements is included in the company's annual
report on Form 10-K filed with the Securities and Exchange
Commission on May 3, 2006. The foregoing list should not be
construed as exhaustive and Golf Galaxy disclaims any obligation
subsequently to revise or update any previously made
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 proposed acquisition, Golf Galaxy
has filed a preliminary proxy statement with the United States
Securities and Exchange Commission ("SEC"). Golf Galaxy urges
investors and security holders to read the proxy statement and
related materials carefully because they contain important
information about Golf Galaxy, Dick's Sporting Goods, Inc. and the
proposed acquisition. Investors and security holders may obtain
free copies of the proxy statement as well as other filed documents
containing information about Golf Galaxy and Dick's Sporting Goods,
Inc. at http://www.sec.gov/, the SEC's website. Free copies of Golf
Galaxy's SEC filings may also be obtained at
http://www.golfgalaxy.com/. Participants in the Solicitation Golf
Galaxy and its directors and executive officers and certain of its
management and employees may, under the rules of the SEC, be deemed
to be "participants" in the solicitation of proxies from
shareholders of Golf Galaxy with respect to the acquisition.
Information regarding the persons who may be considered
"participants" in the solicitation of proxies will be set forth in
Golf Galaxy's definitive proxy statement when it is filed with the
SEC. Information regarding Golf Galaxy's directors and executive
officers is also set forth in the proxy statement for Golf Galaxy's
2006 Annual Meeting, which was filed with the SEC on June 26, 2006.
DATASOURCE: Golf Galaxy, Inc. CONTACT: Rick Nordvold, CFO of Golf
Galaxy, Inc., +1-952-941-8848; or John Mills of Integrated
Corporate Relations, +1-310-954-1105, for Golf Galaxy, Inc. Web
site: http://www.golfgalaxy.com/ http://www.golfworks.com/
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