The Ademi Firm is investigating Foot Locker (NYSE: FL) for possible breaches of fiduciary duty and other violations of law in its transaction with DICK'S Sporting Goods.
In the transaction, shareholders of Foot Locker will receive either (i) $24.00 in cash or (ii) 0.1168 shares of DICK'S Sporting Goods common stock for each share of Foot Locker common stock. Foot Locker insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Foot Locker by imposing a significant penalty if Foot Locker accepts a competing bid. We are investigating the conduct of the Foot Locker board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.