FOLIO DE REFERENCIA DEL EVENTO CORPORATIVO | 269476 |
FOLIO DE REFERENCIA INDEVAL | 835349C003 |
TIPO DE MENSAJE | Replace |
COMPLETO / INCOMPLETO | COMPLETE |
CONFIRMADO / NO CONFIRMADO | CONFIRMED |
CLAVE DE COTIZACIÓN | FL |
RAZÓN SOCIAL | FOOT LOCKER, INC. |
SERIE | * |
ISIN | US3448491049 |
MERCADO PRINCIPAL | NEW YORK STOCK EXCHANGE |
TIPO DE EVENTO | MERGER |
MANDATORIO / OPCIONAL / VOLUNTARIO | MandatoryWithOptions |
OPCIÓN | 1 |
TIPO | Cash |
DEFAULT | false |
TRANSACCIÓN | Cash Movement |
CREDIT / DEBIT | Credit |
TRANSACCIÓN | Securities Movement |
CREDIT / DEBIT | Debit |
VALORES A RECIBIR | |
US3448491049 | |
Holders may elect to receive the cash consideration of USD 24.00 for each share surrendered.
NOTA
OPCIÓN | 2 |
TIPO | Security |
DEFAULT | false |
TRANSACCIÓN | Securities Movement |
CREDIT / DEBIT | Debit |
VALORES A RECIBIR | |
US3448491049 | |
TRANSACCIÓN | Securities Movement |
CREDIT / DEBIT | Credit |
RATIO | NewToOld |
0.1168 / 1 | |
VALORES A RECIBIR | ExistingIssue |
US2533931026 | |
Holders may elect to receive the share consideration of 0.1168 of a common share in the DICK S Sporting Goods common stock for each share surrendered.
NOTA
OPCIÓN | 3 |
TIPO | Cash |
DEFAULT | true |
TRANSACCIÓN | Cash Movement |
CREDIT / DEBIT | Credit |
TRANSACCIÓN | Securities Movement |
CREDIT / DEBIT | Debit |
VALORES A RECIBIR | |
US3448491049 | |
Holders who make no election will be deemed to have elected to receive the cash consideration of USD 24.00 (default).
NOTA
NOTAS DEL EVENTO CORPORATIVO
NOTA
29/08/2025
USOCC Date. August 27, 2025 Subject. Foot Locker, Inc. (Election Merger) . AnticipatedCash Settlement Option Symbol. FLDate. (Election Deadline. 08 29 2025) Update On August 22, 2025, Shareholders of Foot Locker, Inc. (FL) will vote concerning the proposed merger with DICK S Sporting Goods, Inc. (DKS). The Merger. Aggregate Terms Based on the number of FL sharesoutstanding or reserved for issuance as of July 7, 2025, DICK S Sporting Goods, Inc. could issue up to approximately 11.8 million DKS shares to FL shareholders in connectionwith the merger if each FL shareholder makes a stock election. The Merger. Individual Share Elections Within the terms of the Merger, individual FL Shareholders may. . Elect to receive 0.1168 DICK S Sporting Goods, Inc. (DKS) Common Shares ( Stock Consideration ). Cash will be paid in lieu of fractional shares. OR, . Elect to receive USD24.00 in cash ( Cash Consideration ). OR, . Register no preference by not makingan election ( Non.Electing Consideration ). Under the terms of the
election, shares which are not subjectto an effective election will be treated as non.electing shares and converted into the right to receivethe Cash Consideration. Elections must be submitted to the exchange agent, Equiniti Trust Company, LLC .The election deadline is 5.00 p.m.Eastern Time on August 29, 2025. FLShareholders must observe all terms and conditions for the election as specified in the FL DKS Proxy Statement Prospectus dated July 11, 2025. It should be noted that it is unknown if shares may be delivered pursuant to an election under Notices of Guaranteed Delivery which allows delivery of FL shares within a certain number of business days of submission of the notices. In all cases, Call option holders exercisingin order to obtain stock for an election must exercise in sufficienttime to be able to make valid delivery pursuant to the election procedures. The Merger Consideration. Prorations The election is not subjectto a minimum or maximum amount ofcash or stock consideration. Contract Adjustment Date. Effective the opening of the business day after the merger is consummated. Contract adjustment is expected to occur during the second half of 2025. OptionSymbol. FL remains FL Strike Divisor. 1 Contract Multiplier. 1 New Multiplier. 100 (e.g., a premium or strike price extensions, 1.00 yieldsUSD100) New Deliverable Per Contract. The deliverable for adjusted FLoptions will be BASED ON THE MERGERCONSIDERATION WHICH ACCRUES TO NON.ELECTING FL SHAREHOLDERS (stated in terms of a current 100.Share
deliverable). 100 x the Non.Electing Consideration, which is anticipated to be USD2,400.00 Cash (100 x USD24.00) Delayed Settlement OCC will delay settlement of FL options until the Non.Electing Consideration has been determined. Acceleration of Expirations Pursuant to OCC Rule 807,equity stock option contracts whosedeliverables are adjusted to callfor cash only delivery will be subject to an acceleration of the expiration dates for outstanding optionseries (See OCC Information Memo 23988).
27/08/2025
USNW DICK S Sporting Goods and Foot Locker AnnounceExpiration of HSR Waiting Period and Election Deadline for Foot LockerShareholders to Elect Merger Consideration NEWS PROVIDED BY DICK S Sporting Goods, Inc. Aug 26, 2025, 08.00 ET Merger expected to close onSeptember 8, 2025, subject to satisfaction of customary closing conditions PITTSBURGH and NEW YORK, Aug.26, 2025 PRNewswire DICK S SportingGoods, Inc. ( DICK S Sporting Goods ) (NYSE. DKS), a leading U.S. based full.line omni.channel sportinggoods retailer, and Foot Locker, Inc. ( Foot Locker ) (NYSE. FL), a leading footwear and apparel retailer, today announced that the waitingperiod under the Hart.Scott.RodinoAntitrust Improvements Act of 1976,as amended (the HSR Act ), expiredat 11.59 p.m., Eastern Time on August 25, 2025 in connection with thepreviously announced acquisition of Foot Locker by DICK S Sporting Goods (the Merger ). Following the expiration of the waiting period under the HSR Act, all required regulatory approvals to complete the
Merger have been received. As was also previously disclosed, Foot Locker shareholders approved the Merger at the Foot Locker special meeting heldon August 22, 2025. The Merger isexpected to close on September 8, 2025, subject to the satisfaction ofremaining customary closing conditions. DICK S Sporting Goods and Foot Locker today also announced thatthe deadline for Foot Locker shareholders of record to elect the formof consideration that they wish toreceive in connection with the Merger is 5.00 p.m., Eastern Time on August 29, 2025 (such deadline, as itmay be extended, the Election Deadline ). Participants in the Foot Locker 401
(k) Plan and Foot Locker Puerto Rico Savings Plan (the Plans )are subject to an earlier electiondeadline with respect to shares ofFoot Locker common stock allocatedto such participants under the Plans and should submit their elections for such shares by 5.00 p.m., Eastern Time on August 27, 2025. As further described in the election materials and in the parties proxy statement prospectus dated
July 11, 2025, each Foot Locker shareholder may elect to receive, for each shareof Foot Locker common stock held prior to the closing of the Merger, either (i) USD24.00 in cash (the cash consideration ) or (ii) 0.1168 shares of DICK S Sporting Goods common stock (the stock consideration ).Foot Locker shareholders who failto make a proper election by the Election Deadline will receive cash consideration for their shares of Foot Locker common stock. Foot Lockershareholders who otherwise would have received a fractional share ofDICK S Sporting Goods common stockupon an election for stock consideration will receive cash in lieu ofsuch fractional share. Foot Lockershareholders of record wishing to make an election must deliver properly completed election materials toEquiniti Trust Company, LLC by theElection Deadline. Additional information about the election, deadlines and contacts can be found in materials sent to Foot Locker shareholders beginning on July 23, 2025. Foot Locker shareholders with questions regarding the election materialsor the election process should contact D.F. King and Co., Inc., the information agent for the election, at (888) 541.9895 or their bank, broker or other nominee, as applicable, as soon as possible. A more detailed description of the Merger, theelection process and the merger consideration is contained in the proxy statement prospectus. Foot Lockershareholders are
urged to read theproxy statement prospectus carefully and in its entirety. Copies of the proxy statement prospectus may be obtained free of charge by following the instructions below under the section entitled Additional Information about the Merger and Where to Find It. USOCCDate. August 05, 2025 Subject. Foot Locker, Inc. (Election Merger) .Anticipated Cash Settlement OptionSymbol. FL Date. (Election Deadline. ) On August 22, 2025, Shareholders of Foot Locker, Inc. (FL) will vote concerning the proposed merger with DICK S Sporting Goods, Inc. (DKS). The Merger. Aggregate Terms Based on the number of FL shares
outstanding or reserved for issuance asof July 7, 2025, DICK S Sporting Goods, Inc. could issue up to approximately 11.8 million DKS shares to FL shareholders in connection with the merger if each FL shareholder makes a stock election. The Merger. Individual Share Elections Within the terms of the Merger, individual FL Shareholders may. . Elect to receive 0.1168 DICK S Sporting Goods, Inc. (DKS) Common Shares ( Stock Consideration ). Cash will be paid inlieu of fractional shares. OR, . Elect to receive USD24.00 in cash ( Cash Consideration ). OR, . Registerno preference by not making an election ( Non.Electing Consideration). Under the terms of the election,shares which are not subject to aneffective election will be treatedas non.electing shares and converted into the right to receive the Cash Consideration. Elections must besubmitted to the exchange agent, Computershare Trust Company, N.A. The election deadline will be on 5.00p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the datethat is five (5) Business Days prior to DICK S Sporting Goods good faith estimate of the Closing Date orsuch other date as may
be mutuallyagreed to by the DKS and FL. FL Shareholders must observe all terms and conditions for the election as specified in the FL DKS Proxy Statement Prospectus dated July 11, 2025.It should be noted that it is unknown if shares may be delivered pursuant to an election under Notices of Guaranteed Delivery which allowsdelivery of FL shares within a certain number of business days of submission of the notices. In all cases, Call option holders exercising inorder to obtain stock for an election must exercise in sufficient time to be able to make valid deliverypursuant to the election procedures. The Merger Consideration. Prorations The election is not subject toa minimum or maximum amount of cash or stock consideration. ContractAdjustment Date. Effective the opening of the business day after the merger is consummated. Contract adjustment is expected to occur duringthe second half of 2025. Option Symbol. FL remains FL Strike Divisor.1 Contract Multiplier. 1 New Multiplier. 100 (e.g., a premium or strike price extensions, 1.00 yields USD100) New Deliverable Per Contract.The deliverable for adjusted FL options will be BASED ON THE MERGER
CONSIDERATION WHICH ACCRUES TO NON.ELECTING FL SHAREHOLDERS (stated in terms of a current 100.Share deliverable). 100 x the Non.Electing Consideration, which is anticipated to be USD2,400.00 Cash (100 x USD24.00)Delayed Settlement OCC will delaysettlement of FL options until theNon.Electing Consideration has beendetermined. USSEC CA 0025 FORM 8.K FOOT LOCKER,
INC. Other Events. As previously disclosed, on May 15, 2025, Foot Locker, Inc.,a NewYork corporation (theCompany or Foot Locker ), entered into an Agreement and Plan of Merger(the Merger Agreement, and the transactions contemplated thereby, theMerger ) by
and among the Company,DICK S Sporting Goods, Inc.,a Delaware corporation ( DICK S Sporting Goods ),and RJS Sub LLC,a NewYork limited liability company and a wholly owned subsidiary of DICK S Sporting Goods. As agreed by the parties,on July 23, 2025, DICK S SportingGoods,as the acquiring party, voluntarily withdrewits pre.merger Notification and Report Formfiled pursuant to the Hart.
Scott.Rodino Antitrust Improvements Act of 1976,as amended (the HSRAct ), in order to provide the Federal Trade Commission (the FTC ) with additional time to reviewthe Merger. In accordance withthe regulations under the HSRAct, DICK S Sporting Goods plans to resubmit its HSRAct Notification and Report Formon orabout July 25, 2025, commencing a new30.day waiting period under the HSRAct. Withdrawing andrefiling pre.merger notificationsis a standard proced
15/08/2025
The tentative date has been extended to August 29,2025.
Pursuant to the Agreement and Plan of Merger, dated as of May 15, 2025 (as it may be amended from time to time, the merger agreement), by and among Foot Locker, DICK S Sporting Goods and RJS Sub LLC, a direct wholly owned subsidiary of DICK S Sporting Goods (Merger Sub), upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into
Foot Locker (the merger), with Foot Locker surviving the merger and becoming a wholly owned subsidiary of DICK S Sporting Goods.
Holders are advised that the exchange agent, Equiniti, provided a tentative election deadline of August 20, 2025. The actual election deadline will be announced by Foot Locker and Dick-s Sporting Goods via press release before closing.
Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger (the effective time), each share of common stock, par value USD 0.01 per share, of Foot Locker (the Foot Locker common stock), that you own immediately prior to the effective time will be cancelled and automatically converted into the right to receive, at your election:
USD 24.00 in cash, without interest (the cash consideration), or
0.1168 of a share of DICK S Sporting Goods common stock, par value USD 0.01 per share (the stock consideration, and together with the cash consideration, the merger consideration).
Holders of shares of Foot Locker common stock will receive cash in lieu of fractional shares of DICK S Sporting Goods common stock, if any. Holders of shares of Foot Locker common stock that do not make an election will be treated as having elected to receive the cash consideration pursuant to the merger agreement.
Attachments
- Original document
- Permalink
Disclaimer
BMV - Bolsa Mexicana de Valores SA de CV published this content on August 29, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on August 29, 2025 at 14:27 UTC.

















