Filed by Fogdog, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Global Sports, Inc.
Commission File No. 333-87819FOR IMMEDIATE RELEASE GLOBAL SPORTS, INC. TO ACQUIRE FOGDOG, INC.; TRANSACTION WOULD ADD APPROXIMATELY $42.5 MILLION IN CASH AND MARKETABLE SECURITIES TO GLOBAL SPORTS ON A PRO FORMA BASIS AS OF SEPTEMBER 30, 2000
Global Sports to Issue Approximately 4.95 Million Shares in
Exchange for All Currently Outstanding Shares of Fogdog
KING OF PRUSSIA, PENNSYLVANIA and REDWOOD CITY, CALIFORNIA, October 24, 2000 -
GLOBAL SPORTS, INC. (NASDAQ: GSPT), a leading developer and operator of e-
commerce businesses, and FOGDOG, INC. (NASDAQ: FOGD), an online sporting goods
store, announced today that Global Sports has entered into a definitive merger
agreement to acquire all of the outstanding shares of Fogdog.
Under the terms of the merger agreement, upon consummation of the merger, Fogdog
stockholders will receive 0.135 of a share of Global Sports common stock for
each share of Fogdog common stock. Global Sports expects to issue approximately
4.95 million shares of common stock in exchange for all currently outstanding
shares of Fogdog, which will represent approximately 15.6% of Global Sports'
outstanding common stock following the merger. In addition, Global Sports will
assume all of Fogdog's outstanding options. Based on the closing price of Global
Sports' common stock on October 23, 2000, the transaction is valued at
approximately $38.4 million (excluding assumed options). The transaction, which
will be accounted for as a purchase, is expected to close in the first quarter
of 2001, subject to the satisfaction of certain customary closing conditions,
including the approval of the stockholders of Fogdog and termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Transaction Expected to Positively Impact Global Sports' Already Strong Balance
As of September 30, 2000, Fogdog reported a tangible net worth of approximately
$45.4 million and cash and marketable securities of approximately $42.5 million.
of Global Sports' acquisition of Fogdog and closing of the $40.8 million
investment by Interactive Technology Holdings, LLC (a joint venture between
Comcast Corporation and QVC, Inc.) in Global Sports, which closed on October 5,2000, Global Sports had approximately $100 million in cash and marketable
securities, on a pro forma basis, as of September 30, 2000.
GLOBAL SPORTS TO ENHANCE ITS E-COMMERCE PLATFORM DEVELOPMENT WITH THE ADDITION OF FOGDOG TECHNOLOGY CAPABILITIES
Global Sports expects to integrate certain e-commerce applications developed by
Fogdog into Global Sports' e-commerce platform. Global Sports also expects to
use Fogdog-owned hardware and infrastructure to expand Global Sports' existing
infrastructure. Global Sports believes that the combination of new e-commerce
application enhancements and additional hardware and infrastructure, together
with the opportunity to benefit from Fogdog's Silicon Valley-based technology
team, will enhance Global Sports' ability to serve existing and future partners.
Fogdog to be Global Sports' 14th E-Commerce Sporting Goods Business
It is anticipated that the Fogdog Web site (www.fogdog.com) and brand will be
integrated into Global Sports' existing infrastructure and will represent Global
Sports' 14th e-commerce sporting goods business. Following consummation of the
merger, Global Sports expects to integrate the Fogdog.com Web site utilizing
Global Sports' centralized infrastructure, including its common pool of sporting
goods inventory, proprietary product information database, fulfillment center in
Louisville, KY, and customer service call center in King of Prussia, PA. A
significantly reduced Fogdog operation will be maintained in Redwood City, CA.
Following the consummation of the merger, Global Sports plans to maximize
Fogdog's highly-recognized brand name, and its current base of 300,000
customers, 600,000 name e-mail database, 48,000 member affiliate marketing
program, and performance-based online marketing deals, while eliminating
nonperformance-based marketing programs, including television advertising, event
promotions and sponsorships.
Commenting on the transaction, Global Sports Chairman and CEO Michael G. Rubin,
said, "In addition to significantly enhancing Global Sports' already strong
balance sheet upon the close of the transaction, this acquisition clearly
solidifies our leadership position in sporting goods e-commerce. Since 1994,
Fogdog and its predecessor companies have been leaders in e-commerce Web site
and software development, and we look forward to utilizing their technology to
benefit our current and future partners. I am pleased that a tremendous
opportunity like this became available for Global Sports.""This has been a turbulent market environment for pure-play B-to-C business
models," stated Tim Harrington, CEO of Fogdog. "I am very proud of the assets
that our company has built, and I am excited to bring these strengths to Global
Sports. Furthermore, I look forward to joining the executive management team of
the company and working to build a great business."
Fogdog, Inc. also distributed a press release today announcing its earnings for
the third quarter of 2000.
About Global Sports
Global Sports, Inc. (NASDAQ: GSPT) (www.globalsports.com) is a leading developer
and operator of e-commerce businesses. Global Sports develops and operates the
e-commerce sporting goods businesses of specialty retailers, general
merchandisers, Internet companies, and media companies under exclusive long-term
agreements. The Company operates the e-commerce sporting goods businesses of
www.bluelight.com -- the exclusive e-commerce partner for Kmart,
www.broadbandsports.com and www.athletesdirect.com, www.buy.com,
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www.dunhamssports.com, store.foxsports.com, www.mcsports.com, www.oshmans.com,
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www.qvc.com, www.sportchalet.com, www.sportsrus.com, www.theathletesfoot.com,
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www.thesportsauthority.com, and store.webmd.com.
Fogdog, Inc. (NASDAQ: FOGD) (www.fogdog.com) is an online sporting goods
retailer that provides a superior shopping experience by offering an extensive
product selection, robust product information and convenient and personalized
shopping. Fogdog offers a broad selection of sporting goods, with up to 80,000
distinct stock keeping units representing more than 850 brands in all major
sports categories. Fogdog provides information and analysis authored by experts,
helpful shopping services and innovative merchandising. Online shoppers at
Fogdog Sports enter a specialty store environment where they can shop by brand,
product category or keyword search and select from top brands. Fortune Magazine
has twice named Fogdog among the top ten shopping sites on the Web, and
Gomez.com has ranked Fogdog as the top sporting goods store on the Web four
This news release contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, risks
relating to the consummation of the contemplated merger, including the risk that
required regulatory clearances or stockholder approval might not be obtained in
a timely manner or at all. In addition, statements in this press release
relating to the timing and successful completion of technology and product
development efforts, integration of the technologies and businesses of Global
Sports and Fogdog, unanticipated expenditures, changing relationships with
customers, suppliers and strategic partners and other factors described in the
most recent Form 10-Q, most recent Form 10-K and other periodic reports filed by
Global Sports and Fogdog with the Securities and Exchange Commission.
Additional Information and Where to Find It
Global Sports plans to file a Registration Statement on SEC Form S-4
in connection with the merger, and Fogdog expects to mail a Proxy
Statement/Prospectus to stockholders of Fogdog containing information about the
merger. Investors and security holders of Fogdog are urged to read the
Registration Statement and Proxy Statement/Prospectus carefully
when they are available. The Registration Statement and the Proxy Statement/
Prospectus will contain important information about Global Sports, Fogdog, the
merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the Web site maintained by the
U.S. Securities and Exchange Commission at http://www.sec.gov. Free copies of
the Proxy Statement/Prospectus and these other documents may also obtained from
Fogdog by directing a request through the Investor Relations portion of Fogdog's
Web site at http://www.fogdog.com or by mail to Fogdog at Fogdog, Inc.,
Attention: Investor Relations Department, 500 Broadway, Redwood City, CA94063.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Global Sports and Fogdog file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information filed by
Global Sports and Fogdog at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms
in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-
0330 for further information on the public reference rooms. Global Sports' and
Fogdog's filings with the SEC are also available to the public from commercial
document-retrieval services and at the Web site maintained by the SEC at
Interests of Certain Persons in the Merger
The directors and executive officers of Global Sports and Fogdog have interests
in the merger, some of which may differ from, or may be in addition to, those of
Fogdog's stockholders generally. A description of the interests that Global
Sports' and Fogdog's directors and executive officers have in the merger will be
available in the Proxy Statement/Prospectus.
Solicitation of Proxies
Fogdog, its directors, executive officers and certain other members of Fogdog's
management and employees may be soliciting proxies from Fogdog's stockholders in
favor of the merger. The directors and officers of Global Sports may be deemed
to be participants in Fogdog's solicitation of proxies. Information concerning
the participants will be set forth in the Proxy Statement/Prospectus when its
filed with the Securities and Exchange Commission.
For more information contact:
Mr. Pat McGovern, Esq. Mr. Arthur Miller, Esq.
General Counsel General Counsel
Fogdog, Inc. Global Sports, Inc.
(650) 980-2546 (610) 491-7005
Dates Referenced Herein and Documents Incorporated by Reference