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Skechers And 3G Capital Clear Regulatory Hurdles; Merger Set To Close September 12, 2025; Shareholder Election Deadline On September 5

Benzinga·08/28/2025 20:01:05
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Skechers U.S.A., Inc. ("Skechers" or the "Company") (NYSE:SKX) and 3G Capital Partners L.P. ("3G Capital") today announced that all regulatory approvals required to complete the previously announced acquisition of Skechers by 3G Capital (the "Transaction") have now been received. The parties currently anticipate the Transaction will close on September 12, 2025, subject to the satisfaction of customary closing conditions contained in the parties' definitive merger agreement, dated as of May 4, 2025 (the "Merger Agreement").

Skechers and 3G Capital also announced today that the deadline for Skechers stockholders of record to elect the form of merger consideration they wish to receive in connection with the Transaction is 5:00 p.m. Eastern Time on September 5, 2025 (such deadline, as it may be extended, the "Election Deadline"). Skechers stockholders who hold shares in "street name" through a bank, brokerage or other nominee may be subject to an earlier election deadline and should carefully review any materials they received from their bank, brokerage or other nominee. No elections will be permitted after the Election Deadline.

The election materials necessary for Skechers stockholders of record to make an election as to the form of merger consideration they wish to receive were sent beginning on or around August 5, 2025 to holders of record of Skechers common stock as of July 29, 2025.

Skechers stockholders of record wishing to make an election must deliver properly completed election materials to Equiniti Trust Company, LLC by the Election Deadline. Skechers stockholders who hold shares in "street name" through a bank, brokerage or other nominee must carefully review and properly complete any election materials they received from their bank, brokerage or other nominee.

As further described in the election materials and in the parties' Information Statement/Prospectus dated and filed with the Securities and Exchange Commission (the "SEC") on August 5, 2025, under the terms of the Merger Agreement, subject to the conditions set forth therein, Skechers stockholders can elect to receive, for each share of Skechers common stock: (i) $63.00 per share in cash (the "Cash Election Consideration"); or (ii) $57.00 per share in cash and one equity unit in a newly-formed, privately held company that will be the parent company of Skechers following the closing of the Transaction (such consideration, subject to the proration as described below, the "Mixed Election Consideration").

No shares of Skechers common stock that are sold, transferred, assigned, or otherwise disposed of (including by derivative or hedging arrangement) between the close of trading on May 2, 2025 and the closing of the Transaction will be eligible to receive the Mixed Election Consideration.

A maximum of 20% of the outstanding shares of Skechers common stock will be eligible to receive the Mixed Election Consideration. If holders of shares representing more than the 20% of the outstanding Skechers stock elect to receive the Mixed Election Consideration, these elections will be subject to proration. Shares for which an election has not been made will be converted into the Cash Election Consideration.

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