v3.25.2
Proposed Merger
6 Months Ended
Jun. 29, 2025
Business Combinations [Abstract]  
Proposed Merger
(2)
Proposed Merger

On June 29, 2025, the Company entered into the Agreement and Plan of Merger, dated June 29, 2025, by and among Worldwide Sports Group Holdings LLC, a Delaware limited liability company (“Parent”), WSG Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which, subject to the terms and satisfaction of the conditions thereof, Merger Sub will merge into and with the Company, with the Company as the surviving company and wholly-owned subsidiary of Parent (the “Merger”). Subject to the terms and conditions of the Merger Agreement, each share of the Company’s common stock that is issued and outstanding immediately prior to the effective time of the Merger other than any shares of common stock (i) owned by Parent, Merger Sub or the Company or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company or (ii) owned by stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Delaware law, will be canceled and extinguished and automatically converted into the right to receive $1.45 per share in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”). The Merger Agreement contains customary covenants and agreements, including with respect to the Company’s operations of the business between signing and closing. The Merger is expected to close in the second half of 2025, subject to customary closing conditions, including approval by the Company’s stockholders. The Merger Agreement includes customary termination rights for the Company and Parent. Upon termination of the Merger Agreement in certain circumstances, the Company will be required to pay Parent a termination fee of $2.0 million. In addition, in certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, Parent will be required to pay the Company a termination fee of $3.0 million upon termination of the Merger Agreement.