JD Sports Fashion PLC on March 18 said it agreed to fully acquire Footasylum PLC, just one month after stating it had "no plans" to make an offer for its fellow U.K. sportswear retailer.
The deal values Footasylum at £90.1 million on a fully diluted basis. JD Sports will pay £74 million cash and existing facilities.
JD Sports will pay 82.5 pence in cash for the remaining 63% of Footasylum's remaining 65,845,799 outstanding shares, representing a 77.4% premium to the company's share price at the close of March 15.
On Feb. 18, JD Sports said it acquired an 8.3% stake in Footasylum and that it could acquire up to 29.9% of Footasylum, just under the takeover threshold. As of Feb. 19, JD Sports had upped its stake to 18.74%, according to London Stock Exchange filings.
Footasylum's stock jumped 74.6% as the company's board of directors recommended that shareholders accept the offer.
"The Footasylum board has concluded that the offer represents the best strategic option for Footasylum and its employees. It believes the offer fairly reflects Footasylum's current market position and prospects on a standalone basis and, as such, that Footasylum shareholders should be given the opportunity to realize value from the offer," Barry Bown, executive chairman of Footasylum, said in a statement.
GCA Altium is providing financial advice to Footasylum. Rothschild & Co is advising JD Sports.