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Published on 8/7/2007 in the Prospect News Special Situations Daily.

Everlast, Hidary reach settlement agreement

By Lisa Kerner

Charlotte, N.C., Aug. 6 - Everlast Worldwide Inc. entered into a settlement agreement with Hidary Group Acquisitions, LLC and Hidary Group Acquisitions, Inc.

The settlement was included in a schedule 13D filing with the Securities and Exchange Commission.

Under the agreement, the Hidary lawsuit seeking to block Everlast's pending merger with Brands Holdings Ltd. is dismissed with prejudice. Everlast agreed to limit the discovery it may take from Hidary in connection with certain stockholder litigation, and Everlast agreed to publicly reaffirm its board's commitment to comply with its fiduciary responsibilities, a company news release stated.

Everlast's board of directors may consider unsolicited acquisition proposals and there is no agreement prohibiting Hidary from beginning a non-coercive tender offer for Everlast's shares.

As previously reported, Hidary claimed it had not received the notices required under its agreement with Everlast after Everlast decided to be acquired by Brands Holdings instead of Hidary, its original transaction partner.

On June 29, Everlast said it had amended its definitive agreement with Brands, upping the per-share price to $33 from $30.

Brands Holdings is a private company incorporated in England and Wales and a subsidiary of Sports Direct International plc, a publicly traded company listed on the London Stock Exchange.

New York-based Everlast designs, manufactures and markets boxing and fitness-related sporting goods equipment. The company terminated its previous merger agreement with Hidary Group Acquisitions, LLC and Hidary Group Acquisitions, Inc. and paid a $3 million termination fee.


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