Big 5 Sporting Goods Corp. will become a private company any day now. The company held a special meeting of stockholders last Friday for a vote on the planned acquisition of the firm by WSG Merger LLC, the wholly-owned subsidiary of Worldwide Golf Group. Shareholders approved of the transaction, and now the deal is expected to be completed as soon as Tuesday. Once the deal closes, shares of Big 5 will no longer be listed on the Nasdaq Stock Exchange. More from WWD The sporting goods retailer said on June ...

Core Viewpoint - Big 5 Sporting Goods Corporation has received approval from its stockholders for its acquisition by WSG Merger LLC, a subsidiary of Worldwide Golf Group, with the transaction expected to close around September 30, 2025, resulting in Big 5 becoming a privately held company [1]. Company Overview - Big 5 Sporting Goods is a prominent sporting goods retailer in the western United States, operating 410 stores under the "Big 5 Sporting Goods" name, with an average store size of 12,000 square feet [2]. - The product mix includes athletic shoes, apparel, accessories, and a wide range of outdoor and athletic equipment for various sports and recreational activities [2].

Core Viewpoint - Big 5 Sporting Goods Corporation has postponed the Special Meeting of Stockholders to September 26, 2025, due to a significant number of shares that have yet to vote on the Merger proposal [1][2][7] Summary by Sections Merger Proposal - The majority of shares voted so far are in favor of the Merger proposal, which requires a majority of the issued and outstanding shares of Big 5 common stock for approval [2][7] - The Board of Directors unanimously recommends that stockholders vote FOR the Merger proposal, highlighting that the transaction with Worldwide Golf and Capitol Hill Group represents the highest value obtainable for Big 5 shares [3][4] Financial Details - The proposed Merger includes an all-cash consideration of $1.45 per share, representing a premium of approximately 36% over the 60-day volume-weighted average trading price prior to the announcement [4][7] - The transaction aims to maximize value for stockholders and mitigate uncertainties associated with remaining a standalone public company [4] Voting Information - Stockholders who have not yet submitted a proxy are encouraged to vote FOR the merger using the previously distributed proxy card [5][7] - Independent proxy advisory firms ISS and Glass Lewis have issued recommendations in favor of the Merger [3][7] Company Overview - Big 5 Sporting Goods Corporation operates 410 stores in the western United States, offering a full-line product range in a traditional sporting goods store format [6]

Company Overview - Big 5, a sporting goods retailer based in the western U.S., has been sold for $112 million [1] - The company sells athletic shoes, apparel, accessories, and outdoor and athletic equipment for various sports and recreational activities [4] Transaction Details - The buyers are a partnership consisting of Worldwide Golf, another retailer in the sporting goods space, and private investment firm Capital Hill Group [2] - The deal is expected to enhance Big 5's ability to serve customers while maximizing value for stockholders, according to Big 5's CEO Steven G. Miller [3] Strategic Implications - The transaction combines Capitol Hill's financial resources with Worldwide Golf's specialty retail expertise, providing Big 5 with the necessary resources to strengthen its market position [3]

Core Insights - Swiss brand On is emerging as a global challenger in the sportswear market, reporting a net sales increase of over 40% to 726.6 million Swiss francs (US$869 million) for the three-month period ended March 31 compared to the previous year [1] - The brand has successfully captured market share from established competitors like Nike and Adidas through innovative product designs and favorable market timing [1][2] - Nike and Adidas still hold a combined 58% of global market share, while On accounts for less than 3%, but On's earnings growth rate has outpaced both companies in recent quarters [3] Company Performance - On's initial success was driven by the unique aesthetic of its shoes, which stood out in the market [2] - The company benefited from a shift in retailer focus towards emerging, high-growth brands during the years following its 2021 IPO [3] Competitive Landscape - Nike is currently implementing a turnaround plan under new CEO Elliott Hill, which could present challenges for On [3] - The sportswear industry, including On, faces uncertainty regarding tariffs, particularly as 90% of On's sneakers are manufactured in Vietnam, which could be subject to a 46% import duty [4]

Core Viewpoint - Big 5 Sporting Goods Corporation reported a decline in net sales and increased net loss for the first quarter of fiscal 2025, reflecting ongoing macroeconomic challenges affecting consumer discretionary spending [1][4]. Financial Performance - Net sales for Q1 2025 were $175.6 million, down from $193.4 million in Q1 2024, representing a decrease of 9.5% [1]. - Same store sales decreased by 7.8% in Q1 2025 compared to Q1 2024 [1]. - Gross profit was $54.3 million, down from $60.4 million year-over-year, with a gross profit margin of 30.9% compared to 31.2% in the prior year [2]. - Selling and administrative expenses decreased by $0.6 million year-over-year, but as a percentage of net sales, it increased to 40.3% from 36.9% due to lower sales [3]. - The net loss for Q1 2025 was $17.3 million, or $0.78 per basic share, compared to a net loss of $8.3 million, or $0.38 per basic share, in Q1 2024 [4]. - EBITDA was negative $12.0 million for Q1 2025, worsening from negative $6.5 million in the prior year [5]. Operational Insights - The company ended Q1 2025 with $30.9 million in borrowings under its $150.0 million credit facility and a cash balance of $3.9 million [7]. - Merchandise inventories increased by 6.5% compared to the prior year, indicating earlier timing of receipts [7]. - The company currently operates 414 stores, having closed eight stores in Q1 2025, with plans to close approximately seven more stores during the fiscal year [9]. Future Guidance - For Q2 2025, the company expects same store sales to decline in the low to mid-single digit range compared to Q2 2024, anticipating continued macroeconomic headwinds [8]. - The expected net loss per basic share for Q2 2025 is projected to be between $0.75 and $0.90, with no tax benefit anticipated for the period [8].