Aether Holdings to acquire athletic footwear retailer
22 Aug '06
3 min read
Aether will pay $51.5 million at closing through a combination of cash and the issuance of Aether common stock, less any assumed debt. Aether also agreed to an earn-out arrangement that will entitle the seller to receive up to an additional $8.5 million of cash and stock (in the same proportion as the initial consideration), if The Athlete's Foot's financial results for the year ended December 31, 2006 meet certain specified targets.
Aether has also agreed to enter into employment arrangements with certain key executives of The Athlete's Foot, including Corliss. The transaction is expected to close before the end of 2006.
The company also announced that in light of the attractive prospects of The Athlete's Foot acquisition, the robust pipeline for additional brand and franchise acquisitions, the board's support for the potential of the IP strategy, the performance of the IP business management team, and the greater growth prospects in the IP business than the mortgage-backed securities ('MBS') business, its board of directors has decided that it is in the best interests of Aether and its stockholders to exit the MBS business and devote Aether's assets and resources to its IP business.
Because a sale of the MBS business may be considered a 'sale of all or substantially all' of Aether's assets under Section 271 of the Delaware General Corporation Law (the 'DGCL'), Aether intends to seek shareholder approval to sell its remaining MBS portfolio and redeploy those assets into its IP business at its 2006 annual meeting. It intends to file a proxy statement for the annual meeting with the SEC within the next two weeks and anticipates that the annual meeting will be held early in the fourth quarter.
Aether Holdings is a brand acquisition and management company focused on assembling a diversified portfolio of IP-centric companies operating in the consumer branded products and franchise industries.
The Athlete's Foot is the world's first franchisor of athletic footwear stores and is recognized today as the world leader in athletic footwear and retail franchising.
marketing@alchempro.com
