NASHVILLE, Tenn., Dec. 18, 2019 /PRNewswire/ -- Genesco Inc. (NYSE:
GCO) announced today it has entered into a definitive asset
purchase agreement to acquire New
York-based Togast LLC ("Togast"), which specializes in the
design, sourcing and sale of licensed footwear. The purchase price
for the acquisition is $33.7 million
in cash at closing, plus up to an additional $34.0 million in cash contingent on the
achievement of financial targets over the next four years. The
purchase price paid at closing is expected to be funded from cash
on hand. The transaction, which is subject to customary closing
conditions, is expected to be completed in January 2020, and is expected to be accretive to
next year's earnings.
Prior to the acquisition, Togast served as distributor for
Levi's footwear in the United
States. Commensurate with the closing of this transaction,
Genesco will enter into a new U.S. footwear license agreement for
men, women and children for Levi's®, as well as renew
and extend its men's Dockers® footwear license.
The addition of privately owned Togast brings to Genesco new
sources of revenue and synergistic product development and offshore
sourcing capabilities, which complement and enhance Genesco's
Licensed Brands division. In addition, the Togast purchase expands
Genesco's portfolio to include footwear licenses for G.H. Bass
& Co., ADIO and FUBU, among others.
Genesco Chairman, President and Chief Executive Officer
Robert J. Dennis said, "The
acquisition of Togast adds scale to our successful licensed brands
platform. The combination of our licensed business with Togast's
strengths furthers our footwear focused strategy by creating an
even more robust platform within Genesco that can serve multiple
tiers of distribution. We are also excited to add the
Levi's® footwear license to our portfolio and
expand upon our long-standing business relationship with Levi
Strauss & Co., which dates back to 1991."
Genesco Licensed Brands President Andy
Gilbert said, "We are pleased to broaden our portfolio of
licensed footwear brands. We immediately recognized the sourcing
capabilities and corresponding synergies with Licensed Brands that
we would achieve through the acquisition of Togast, and I am
personally excited to welcome Tony
LoConte and his team to the Genesco family."
Tony LoConte, owner of Togast,
added, "In Genesco, we have found a partner whose capabilities are
an outstanding match for our business operations. I am
looking forward to working with the Genesco team to integrate our
businesses and together continue the growth of Genesco's branded
partnerships in the future."
PJ SOLOMON served as a financial advisor and Bass, Berry &
Sims PLC acted as legal advisor to Genesco with respect to the
transaction. MMG Advisors served as a financial advisor and
Cole Schotz P.C. acted as legal
advisor to Togast with respect to the transaction.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
This press release contains
statements that are not historical facts but rather forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include those
that address activities, events or developments that the Company or
its management believes or anticipates may occur in the future,
including the closing of the transaction and the realization of
expected synergies. All forward-looking statements are based upon
the Company's current expectations, various assumptions, and data
available from third parties. The Company's expectations and
assumptions are expressed in good faith and the Company believes
there is a reasonable basis for them. However, there can be no
assurance that such forward-looking statements will materialize or
prove to be correct as forward-looking statements are inherently
subject to known and unknown risks, uncertainties and other factors
which may cause actual future results, performance or achievements
to differ materially from the future results, performance or
achievements expressed in or implied by such forward-looking
statements. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those set out in the
forward-looking statements, including: the possibility that the
transaction will not close or that the closing may be delayed; the
potential for litigation or governmental investigations relating to
the transaction; the occurrence of events, changes or circumstances
that could give rise to the termination of the definitive
agreement; potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement of the transaction; completing the transaction may
distract the Company's management from other important matters;
failure or delay in the integration of the business; failure to
realize expected benefits of the transaction, including a positive
impact on the Company's earnings; and the other factors discussed
in "Risk Factors" in the Company's Annual Report on Form 10-K for
the fiscal year ended February 2,
2019 and in the Company's other filings with the Securities
and Exchange Commission which are available at http://sec.gov. The
Company undertakes no obligation to update publicly or revise any
forward-looking statements in light of new information or future
events. For any forward-looking statements contained in this or any
other document, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and the Company assumes
no obligation to update any such statement.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer, sells
footwear and accessories in more than 1,490 retail stores
throughout the U.S., Canada, the
United Kingdom and the
Republic of Ireland, principally
under the names Journeys, Journeys Kidz, Schuh, Schuh Kids, Little
Burgundy, Johnston & Murphy, and on internet websites
www.journeys.com, www.journeyskidz.com, www.journeys.ca,
www.schuh.co.uk, www.littleburgundyshoes.com,
www.johnstonmurphy.com, www.johnstonmurphy.ca, www.trask.com, and
www.dockersshoes.com. In addition, Genesco sells wholesale
footwear under its Johnston & Murphy brand, the Trask brand,
the licensed Dockers brand, and other brands. For more information
on Genesco and its operating divisions, please visit
www.genesco.com.
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SOURCE Genesco Inc.