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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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Genesco / Finish Line Merger and Related Litigation

Client Type: Public Company

In June 2007, Bass, Berry & Sims represented Genesco Inc. in connection with the negotiation of a merger agreement for Genesco to be acquired by Finish Line for $1.5 billion. When the credit markets subsequently took a dive, Finish Line and its lender, UBS, refused to consummate the deal accusing the company of withholding key financial information and citing a material adverse change based on Genesco's weaker than expected results from the second and third quarter of 2007. Our litigation team filed suit (Genesco, Inc. v. Finish Line, Inc., Headwind, Inc., UBS Securities LLC and UBS Loan Finance LLC) to enforce the agreement asserting that there had been no fraud, that Genesco's recent performance was the result of general economic conditions which did not allow Finish Line to escape its obligations under the merger agreement, and that the merger agreement should be enforced as written.

On December 27, 2007, Tennessee Chancery Court Judge Ellen Hobbs Lyle ruled in favor of Genesco, dismissing all of Finish Line's arguments and rejecting claims that Genesco had committed fraud by concealing financial information and affirming that Finish Line had breached its merger agreement. Most significantly, Chancellor Lyle ordered that Finish Line must specifically perform its obligations under the merger agreement and close the transaction. The litigation was subsequently settled with Finish Line and UBS paying Genesco $175 million in cash plus 12% of Finish Line stock.

Genesco Inc. (NYSE: GCO) is a publicly owned specialty retailer of branded footwear, licensed and branded headwear and licensed sports apparel and accessories and is a wholesaler of branded and licensed footwear.

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