According to the Complaint, The Finish Line, Inc. ("Finish Line") operates as a retailer of athletic shoes, apparel, and accessories for men, women, and kids in the United States.
On March 26, 2018, Finish Line issued a press release announcing the Proposed Transaction, in which JD Sports Fashion PLC ("JD Sports") will acquire each outstanding share of Finish Line common stock for $13.50 per share, with a total valuation of approximately $558 million.
The Complaint alleges that the Proposed Transaction is unfair and undervalued for a number of reasons. Significantly, as noted in the Preliminary Proxy, the sales process was hastily conducted without a proper market check, in order to avoid an escalation of a conflict with an activist investor. This overly accelerated process resulted in a process where only one other party was ever considered as a potential strategic partner, namely, JD Sports. Next, it appears as though the Board has entered into the Proposed Transaction to procure for themselves and senior management of the Company significant and immediate benefits while the Company’s stockholders are cashed out at an unfair price. Defendants breached their fiduciary duties to the Company’s stockholders by agreeing to the Proposed Transaction which undervalues Finish Line and is the result of a flawed sales process.
Finally, the Complaint alleges that in violation of sections 14(a) and 20(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and their fiduciary duties, Defendants caused to be filed the materially deficient Preliminary Proxy on April 24, 2018 with the SEC in an effort to solicit stockholders to vote their Finish Line shares in favor of the Proposed Transaction. The Preliminary Proxy is materially deficient and deprives Finish Line stockholders of the information they need to make an intelligent, informed and rational decision of whether to vote their shares in favor of the Proposed Transaction.