Common Contracts

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

Agreement and Plan of Merger • May 5th, 2020 • Indiana

• Contract Type
  Agreement and Plan of Merger
• Filed
  May 5th, 2020
• Jurisdiction
  Indiana

The boards of directors of The Finish Line, Inc., an Indiana corporation (“Finish Line”), and JD Sports Fashion Plc, a company incorporated under the laws of England and Wales (“JD Sports”), have unanimously approved and adopted an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Finish Line will be acquired by JD Sports through a merger of Genesis Merger Sub, Inc, an Indiana corporation and an indirect wholly-owned subsidiary of JD Sports (“Merger Sub”) into Finish Line, with Finish Line as the surviving corporation (the “merger”). As a result of the merger, Finish Line will become an indirect wholly- owned subsidiary of JD Sports. At the effective time of the merger, each of the issued and outstanding Class A Common Shares, no par value per share of Finish Line (“Common Shares”), other than shares held by Finish Line in treasury or owned by any subsidiary of Finish Line, JD Sports, Merger Sub, or any other subsidiary of JD Sports, will automatically be converte