Foot Locker shareholders OK $2.4B acquisition by Dick’s Sporting Goods
A blockbuster retail deal has moved one step closer to completion, but it still faces a potential roadblock.
Foot Locker shareholders voted to approve its acquisition by Dick’s Sporting Goods at a special company meeting of shareholders held on Friday. Under the terms of the deal, which was announced in May, Foot Locker shareholders will elect to receive either $24.00 in cash or 0.1168 shares of Dick's common stock for each share of Foot Locker common stock owned.
Based on a preliminary vote count from the special meeting, approximately 99% of votes cast were in favor of the merger agreement, representing approximately 70% of all outstanding shares.
The deal, which been unanimously approved by the boards of both companies, would give Dick's a global footprint for the first time along with significant weight in negotiating with athletic powerhouse brands such as Nike and Adidas. Foot Locker has approximately 2,400 retail stores across North America, Europe, Asia, Australia and New Zealand, and a licensed store presence in Europe, the Middle East and Asia. Dick’s, which operates more than 850 stores, said it expects to operate Foot Locker as a standalone business unit within its portfolio.
The vote by Foot Locker shareholders brings the transaction one step closer to being finalized. However, it faces anti-trust concerns. Earlier this month, U.S. Senator Elizabeth Warren wrote a letter to the Federal Trade Commission and the Department of Justice to consider blocking the proposed acquisition, saying it could raise costs, reduce competition and lead to lost jobs.
“The new giant would have significantly increased power to extract favorable conditions with manufacturers,” she wrote. “This could mean that independent retailers are at a disadvantage when it comes to negotiating with suppliers, which could give Dick’s and Foot Locker an incentive to engage in anticompetitive conduct to restrict suppliers from dealing with independent retailers.”
In a statement, Foot Locker CEO Mary Dillon thanked shareholders for their support "as Foot Locker embarks on this exciting new chapter."
"We are now one step closer to joining forces with Dick's and even better positioning the business to expand sneaker culture, elevate the omnichannel experience for our customers and brand partners, and enhance our position in the industry.," she said. We look forward to continuing to work closely with Dick's to complete this transaction and unlock its significant value creation potential."
The transaction is expected to close in the second half of 2025, subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.
