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Global Sports to Acquire Fogdog

Global Sports Inc. and Fogdog Inc., two well-known names in the realm of online sporting goods, on Tuesday announced they have entered into a definitive merger agreement for Global Sports to acquire all of the outstanding shares of Fogdog for approximately $38.4 million.

Global Sports said it expects to integrate certain e-commerce applications developed by Fogdog into Global Sports' e-commerce platform. Global Sports also said it expects to use Fogdog-owned hardware and infrastructure to expand Global Sports' existing infrastructure. Global Sports said it believes that the combination of new e-commerce application enhancements and additional hardware and infrastructure, together with the opportunity to benefit from Fogdog's Silicon Valley-based technology team, will enhance Global Sports' ability to serve existing and future partners.

It is anticipated that the Fogdog Web site and brand will be integrated into Global Sports' existing infrastructure. It will represent Global Sports' 14th e-commerce sporting goods business.

Following consummation of the merger, Global Sports said it expects to integrate the Fogdog.com Web site utilizing Global Sports' centralized infrastructure, including its common pool of sporting goods inventory, proprietary product information database, fulfillment center in Louisville, KY, and customer service call center in King of Prussia, PA. A significantly reduced Fogdog operation will be maintained in Redwood City, Calif.

Global Sports said it plans to maximize Fogdog's highly-recognized brand name, and its current base of 300,000 customers, 600,000 name e-mail database, 48,000 member affiliate marketing program, and performance-based online marketing deals, while eliminating nonperformance-based marketing programs, including television advertising, event promotions and sponsorships.

Under the terms of the merger agreement, upon consummation of the merger, Fogdog stockholders will receive 0.135 of a share of Global Sports common stock for each share of Fogdog common stock. Global Sports expects to issue approximately 4.95 million shares of common stock in exchange for all currently outstanding shares of Fogdog, which will represent approximately 15.6 percent of Global Sports' outstanding common stock following the merger. In addition, Global Sports will assume all of Fogdog's outstanding options.

The transaction, which will be accounted for as a purchase, is expected to close in the first quarter of 2001, subject to the satisfaction of certain customary closing conditions.