M&A - BIG 5 SPORTING GOODS Corp

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152058

Filing Summary: Big 5 Sporting Goods Corporation entered into an Agreement and Plan of Merger with Worldwide Sports Group Holdings LLC, WSG Merger LLC, and Worldwide Golf Group LLC on June 29, 2025. In the merger, the Company's common stock will be converted into cash valued at $1.45 per share for stockholders not entitled to appraisal rights. Outstanding stock options, RSUs, and restricted shares will also be converted to cash equivalents based on the Merger Consideration. Approval by stockholders and satisfaction of specified closing conditions are required for the Merger's execution, with established termination rights and fees stipulated for both parties. The Board has unanimously recommended the agreement as beneficial for stockholders, and a special meeting for stockholder approval will be scheduled. Additionally, a joint press release regarding the merger was issued on June 30, 2025.

Form Type: DEFA14A

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152067

Filing Summary: On June 29, 2025, Big 5 Sporting Goods Corporation entered into an Agreement and Plan of Merger with Worldwide Sports Group Holdings LLC and its subsidiary WSG Merger LLC, which will result in Big 5 merging into WSG Merger LLC, thereby making Big 5 a wholly owned subsidiary of Worldwide Sports Group. Each outstanding share of Big 5’s common stock will be converted into the right to receive $1.45 in cash upon closing. The merger is subject to stockholder approval, the absence of injunctive measures from governmental entities, and other customary closing conditions. A special stockholder meeting will be called to secure the necessary approval. The agreement includes provisions for non-solicitation of alternative acquisition proposals and termination fees for both parties under specified conditions. The Board has unanimously approved the merger as beneficial for stockholders and intends to file a proxy statement with the SEC for shareholder review.

Form Type: DEFA14A

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152078

Filing Summary: Big 5 Sporting Goods Corporation has announced a definitive merger agreement to be acquired by a partnership composed of Worldwide Golf and Capitol Hill Group. This acquisition will provide Big 5 with fresh capital and additional investments aimed at navigating the current challenging macroeconomic environment and positioning the company for renewed growth. Big 5 will remain an independent entity within the Capitol Hill Group portfolio, leveraging synergistic opportunities for enhancing merchandising and marketing capabilities. The transaction is contingent on the approval of Big 5's stockholders and is expected to close in the second half of 2025, subject to certain conditions. Notifications were sent to both employees and vendors on June 30, 2025, detailing the benefits of the merger and expressing gratitude for their support. A special stockholder meeting will be announced to obtain approval for the merger, and a proxy statement is expected to be filed with the SEC shortly.