M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, June 29, 2007

A Knock-Out Punch?

The Hidary Group, a New York-based investor group, announced today that it had raised its offer to acquire Everlast Worldwide Inc., the boxing equipment manufacturer.  The increased offer is for $31.25 per share in cash.  The new offer comes one day after Everlast terminated its prior agreement to be acquired by Hidary for $26.50 per share.  Everlast terminated the agreement to accept a competing bid made by Sports Direct International PLC for $30 per share.  In connection with this termination, Everlast paid $3 million as break-fee.

The new Hidary offer includes an option for Everlast shareholder to roll up to 50 percent of their shares into the new entity.  This is an increasingly used feature (seen in the Clear Channel and Harman deals) and will lower the cost of the acquisition for Hidary.  In their new offer announcement, Hidary disclosed that it  had secured commitments from Everlast shareholders holding approximately 17.7 percent of Everlasts outstanding stock to participate in this plan.

According to the initial Hidary merger agreement, Everlast had a go-shop which would have expired on July 1.  In addition, Hidary had a matching right for any superior offer which might be provided.  Therefore, this minuet of termination and subsequent offer is a bit puzzling.  It likely spells a bit of disarray in the process and either some problem with the Hidary offer or some to-be-discovered bias.  Still, chalk up Everlast as one of the few deals with a go-shop provision to actually find a higher offer. 


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