The US retailers move closer to finalizing their merger after receiving antitrust clearance and setting a shareholder election deadline.
Dick’s Sporting Goods and Foot Locker announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, clearing the final regulatory hurdle for their proposed merger. The merger, originally announced earlier this year and approved by Foot Locker shareholders on Aug. 22, is now expected to close on Sept. 8, 2025, pending customary closing conditions.
As part of the transaction, Foot Locker shareholders must elect their preferred form of consideration by 5:00 pm ET on Aug. 29. Each share of Foot Locker common stock may be exchanged for either $24.00 in cash or 0.1168 shares of Dick’s common stock. Shareholders who do not submit a valid election by the deadline will receive the cash option by default.
Plan participants in Foot Locker’s 401(k) and Puerto Rico Savings Plans are subject to an earlier deadline of Aug. 27. Elections must be submitted through Equiniti Trust Company. Fractional shares of Dick’s stock will not be issued; instead, cash will be paid in lieu. Further details are provided in the proxy statement/prospectus dated July 11.
Dick’s Sporting Goods operates over 850 stores in North America and owns brands including Golf Galaxy and Public Lands. Foot Locker runs about 2,400 stores globally under banners such as Champs Sports, Kids Foot Locker and Atmos.