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Judge Rules for Genesco

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Nashville, Tenn. A judge ruled Thursday that Genesco Inc. executives did not commit fraud during negotiations over a $1.5 billion acquisition and that fellow mall retailer The Finish Line Inc. must complete the purchase.

Nashville Chancellor Ellen Hobbs Lyle dismissed Finish Line's claims that Genesco withheld key financial information that could have signaled worse-than-expected earnings after the deal closed in June.

Lyle said Indianapolis-based Finish Line and investment bank UBS AG were sophisticated enough to know what they were getting into with the $54.50-per-share purchase.

UBS has filed a separate federal lawsuit in New York asking that its commitment to finance most of the deal be declared void because the combined entity would go bankrupt and default on its debt payments.

That case is still pending, but Lyle disagreed that the combined company would be doomed.

"The merger has a reasonable chance of succeeding," she said.

UBS issued a statement saying it disagrees with the court and believes "there are material issues in our client's and UBS' favor in this matter."

Goldman Sachs analyst Brad Cragin said the ruling improves the chances that the buyout will go forward. However, he said the deal is still not a sure thing because UBS AG is suing.

"The judgment in favor of Genesco moves it one step closer to being acquired by Finish Line," he said. “The ruling also makes clear that litigation surrounding the transaction is far from over and completion of the transaction remains uncertain."

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