Stride Rite (NYSE:SRR)
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Saucony, Inc. (NASDAQ:SCNYA and SCNYB) announced today
that it has entered into a definitive agreement with The Stride Rite
Corporation (NYSE:SRR) under which Stride Rite has agreed to acquire
Saucony. Stride Rite will pay $23 in cash for each share of Class A
and Class B common stock of Saucony, representing a 19% premium to
$19.32, the average of the Class A and Class B common stock closing
prices on June 1, 2005, and a 17% premium to $19.60 which is the
average of the last four weeks' closing prices of Saucony's Class A
and Class B common shares. All outstanding options for Saucony common
stock, whether or not vested, will be cashed out in the merger based
on the $23 per share purchase price. Based on the number of shares of
Saucony common stock outstanding and the net option value as of May
31, 2005, the transaction value is approximately $170 million.
The transaction is expected to close in the summer of 2005 and is
subject to regulatory approval, approval by the holders of at least
two-thirds of Saucony's Class A shares and the holders of at least
two-thirds of Saucony's Class A and Class B shares voting together as
a single class, and other customary closing conditions.
Saucony President and Chief Executive Officer John Fisher said,
"This morning's announcement of the merger agreement between Saucony
and Stride Rite is the culmination of our strategic alternative review
process announced last August. We believe that this transaction
maximizes value for Saucony shareholders. In addition, we are
convinced that Saucony has found the correct acquirer to expand our
market presence and accelerate the growth of our businesses. We
believe that Stride Rite's and Saucony's complementary strengths will
provide a stronger platform for growth and profitability. We thank our
shareholders for their patience during our review process and look
forward with enthusiasm to becoming part of the Stride Rite family."
Mr. Fisher and Charles Gottesman, Executive Vice President,
Business Development, of Saucony, as well as members of their
respective families and trusts and other entities through which
Messrs. Fisher and Gottesman beneficially own or have sole or shared
voting power with respect to shares of Saucony common stock, have
agreed, pursuant to a voting agreement with Stride Rite, that they
will vote all of their shares in favor of the transaction at the
meeting of Saucony shareholders. The individuals, trusts and other
entities signing the voting agreement own approximately 49% of the
outstanding shares of Saucony Class A common stock and approximately
25% of the outstanding shares of Saucony Class A common stock and
Class B common stock, taken together as a single class. If the merger
agreement is terminated, the voting agreement also terminates.
Chestnut Securities, Inc. acted as financial advisor to Saucony in
connection with the transaction and delivered a fairness opinion to
the Saucony board of directors. Wilmer Cutler Pickering Hale and Dorr
LLP served as legal advisor to Saucony.
Conference Call
Saucony will be holding a conference call to discuss the merger
today, Thursday, June 2, 2005, at 8:45 a.m. The conference call
dial-in number is 913-981-4913.
About Saucony
Saucony designs, develops and markets performance-oriented
athletic footwear, athletic apparel and casual leather footwear. Its
principal products are:
-- technical running, walking, cross-training and outdoor trail
shoes and athletic apparel, which the company sells under the
Saucony brand name;
-- technical running shoe models from the early 1980s, which the
company reintroduced in 1998 as Saucony "Originals", its
classic footwear line;
-- athletic apparel, which the company sells under the Hind brand
name; and
-- shoes for coaches and officials, cleated football and
multi-purpose footwear and casual leather walking and
workplace footwear, which the company sells under the
Spot-bilt brand name.
Saucony's products are sold in the United States at more than
5,500 retail locations and at its 21 factory outlet stores. Outside
the United States the company's products are sold in 53 countries
through 24 independent distributors located throughout the world and
through the company's subsidiaries located in Canada, The Netherlands
and the United Kingdom and at the company's two factory outlet stores
in Canada. For more information, visit www.saucony.com.
About Stride Rite
Headquartered in Lexington, Massachusetts, The Stride Rite
Corporation is an NYSE company with approximately $558 million in 2004
sales that markets the leading brand of high-quality, non-athletic
children's shoes in the U.S. Other footwear products for children and
adults are marketed by the company under well-known brand names,
including Stride Rite, Keds, PRO-Keds, Sperry Top-Sider, Tommy
Hilfiger and Grasshoppers. Information about the company is available
on its website - www.strideritecorp.com. Information about the
company's brands and product lines is available at www.striderite.com,
www.keds.com, and www.sperrytopsider.com.
Saucony(R), GRID(R), Hind(R), Spot-bilt(R), and Hyde(R) are
registered trademarks of Saucony, Inc. All other product names,
service marks, and trademarks mentioned herein are trademarks of their
respective owners.
Important Additional Information Will Be Filed with the SEC
Saucony plans to file with the Securities and Exchange Commission
and mail to its shareholders a Proxy Statement in connection with the
transaction. The Proxy Statement will contain important information
about Saucony, Stride Rite, the transaction and related matters.
Investors and security holders are urged to read the Proxy Statement
carefully when it is available.
Investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents filed with the SEC by
Saucony and Stride Rite through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement from Saucony by contacting Saucony
Investor Relations, Saucony Inc., 13 Centennial Drive, Peabody,
Massachusetts 01960, 1-800-625-8080.
Stride Rite and Saucony, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by
the merger agreement. Information regarding Stride Rite's directors
and executive officers is contained in Stride Rite's Annual Report on
Form 10-K for the year ended December 3, 2004 and its proxy statement
dated February 25, 2005, which are filed with the SEC. Information
regarding Saucony's directors and executive officers is contained in
Saucony's Annual Report on Form 10-K for the year ended December 31,
2004 and its proxy statement dated April 27, 2005, which are filed
with the SEC. As of January 31, 2005, Saucony's directors and
executive officers and their affiliates beneficially owned (as
calculated in accordance with SEC Rule 13d-3) approximately 1,232,790
shares, or 48.9%, of Saucony's Class A common stock and approximately
1,106,082 shares, or 24.1%, of Saucony's Class B common stock. All
outstanding options for Saucony common stock, whether or not vested,
including those held by current directors and executive officers, will
be cashed out in the merger based on the $23 per share purchase price.
In addition, in connection with the execution of the merger
agreement, Messrs. Fisher and Gottesman have entered into executive
benefits agreements with Saucony pursuant to which (1) the parties
have agreed that effective immediately after the closing of the
merger, the employment of each of Messrs. Fisher and Gottesman will be
deemed to have terminated "for good reason" and (2) Messrs. Fisher and
Gottesman have agreed to reduce the amounts payable to them as a
result of this transaction under their executive retention agreements
entered into with the company in 2000. Stride Rite has also requested
that Mr. Fisher enter into a one-year consulting agreement with Stride
Rite effective upon the closing of the merger. Mr. Fisher has agreed
to negotiate such an agreement with Stride Rite.
A more complete description of these arrangements will be
available in the Proxy Statement when it is filed with the SEC.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements regarding
the proposed transaction between Stride Rite and Saucony, the expected
timetable for completing the transaction, future financial and
operating results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements about
Stride Rite or Saucony managements' future expectations, beliefs,
goals, plans or prospects. Any statements that are not statements of
historical fact (including statements containing the words "believes,"
"plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause
actual results or events to differ materially from those indicated by
such forward-looking statements, including: the ability to obtain the
approval of Saucony's shareholders; the ability to consummate the
transaction; the ability of Stride Rite to successfully integrate
Saucony's operations and employees; intense competition among
designers, marketers, distributors and sellers of footwear; changes in
consumer fashion trends that may shift to footwear styling not
currently included in Saucony's product lines; the loss of significant
suppliers or customers, such as department stores and specialty
retailers; the consolidation or restructuring of such customers,
including large chain and department stores, which may result in
unexpected store closings; difficulties in implementing, operating and
maintaining complex information systems and controls, including,
without limitation, the systems related to retail stores, systems
related to demand and supply planning and inventory control; and the
other factors described in Saucony's Annual Report on Form 10-K for
the year ended December 31, 2004 and its most recent quarterly report
filed with the SEC. Saucony disclaims any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this press release.