– JUDGE ORDERS FINISH LINE: A Tennessee judge has ordered The Finish Line Inc. to fulfill the terms of its merger agreement with Genesco Inc. The Chancery Court for the State of Tennessee, where Genesco filed its lawsuit, said The Finish Line breached the merger agreement it had with Genesco by not closing the merger. The Finish Line’s acquisition of Genesco for $1.5 billion stalled this fall when Genesco’s quarterly earnings fell short of projections, according to court documents. The merger agreement signed between the two footwear firms in June stated that, if the deal was not closed by Monday, either company could terminate the transaction. According to legal documents, Genesco filed the lawsuit in Tennessee on Sept. 24 asking the court to order The Finish Line, Headwind Inc., UBS Securities LLC and UBS Loan Finance LLC to close the deal before the termination date. UBS provided the financing for the merger. The opinion issued by Chancellor Ellen Hobbs Lyle on Thursday said The Finish Line was not entitled to invoke the termination clause of the agreement. “After considering the proof and argument of counsel, the court finds that Genesco has proven that all conditions in the merger agreement to closing have been met. The Finish Line and UBS have failed to prove that Genesco fraudulently induced The Finish Line to enter into the contract or that Genesco committed securities fraud,” said Chancellor Lyle in her opinion.
January 2, 2008