ABC-Mart, Inc. (TSE:2670) entered into a definitive agreement to acquire Lacrosse Footwear Inc. (NasdaqGM:BOOT) for approximately $130 million in cash on July 5, 2012. Under the terms of the agreement, ABC-Mart will commence a tender offer to acquire all outstanding shares and in the money options of LaCrosse Footwear for $20 per share in cash. If ABC-Mart holds 90% or more of the outstanding shares immediately following the completion of the offer, then ABC-MART will take all appropriate and necessary action to effect a short-form merger, without obtaining additional approval of Lacrosse's shareholders. ABC-Mart, Inc. also has an option to exercise Top Up option. Upon the completion of the acquisition, Lacrosse Footwear will become a wholly-owned subsidiary of ABC-Mart and will continue operations in Portland, Oregon. If the agreement gets terminated, Lacrosse will be required to pay ABC-Mart a termination fee of $5.5 million.

The transaction is not subject to a financing condition. The transaction is conditioned on the tender of a majority of the outstanding shares of Lacrosse Footwear, ABC-Mart shall have accepted for payment and paid for all of the shares validly tendered and not withdrawn pursuant to the offer, approval by shareholders of Lacrosse and remains subject to the satisfaction of customary closing conditions, including receipt of applicable regulatory clearances and expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the Japanese Foreign Exchange Law. The transaction has been unanimously approved by Board of Directors of Lacrosse and ABC-Mart's Board also approved the deal. Lacrosse Footwear's Board of Directors and certain members of Lacrosse's senior management holding collectively approximately 8% of Lacrosse's outstanding shares have agreed to tender all of their shares into the tender offer. The transaction is expected to close in the third quarter of 2012.

Tender offer commenced on July 19, 2012. As of July 25, 2012, the transaction was granted early termination of waiting period under the Hart-Scott-Rodino Act by Federal Trade Commission.

Barclays acted as the financial advisor and Hajime Kanagawa, Toshiyuki Arai, Achika Iwanaga, Laura McGurty,Kota Kikuchi, Yuji Nakano, Carl Sanchez, Scott Hataway, James Holden, Scott Flicker, Alexander Lee, Elizabeth Razzano, Todd Schneider, Melissa Garcia, Ryan Enchelmayer, Amy Lawrence, Ellen Walz Holmes, Kevin Reyes and Pierre Kirch of Paul Hastings LLP acted as legal advisor for ABC-Mart. Wells Fargo Securities acted as the financial advisor and Fairness opinion provider to Lacrosse Footwear and its Board of Directors for a fee estimated to be approximately $2,738,000.Upon the rendering of its opinion, Wells Fargo Securities became entitled to a fee of $0.3 million, which is creditable to the extent previously paid against the transaction fee. Bruce A. Robertson of Garvey Schubert Barer acted as legal advisor for Lacrosse Footwear and its Board of Directors. American Stock Transfer & Trust Company, LLC acted as depository and AST Phoenix Advisors acted as information agent to ABC-Mart. Wells Fargo Shareholder Services acted as transfer agent to Lacrosse. KPMG LLP acted as auditor to ABC-Mart and McGladrey & Pullen LLP acted as auditor to Lacrosse to conduct due diligence.

ABC-Mart, Inc. (TSE:2670) completed the acquisition of Lacrosse Footwear Inc. (NasdaqGM:BOOT) on August 16, 2012. On August 16, 2012, in connection with the completion of the offering period of the offer and pursuant to the terms of the merger agreement, the following members of the LaCrosse Board resigned: Joseph P. Schneider, Stephen F. Loughlin, Charles W. Smith and William H. Williams. Concurrently with the resignation of the foregoing Directors, the LaCrosse Board filled the vacancies created by such resignations by appointing Minoru Noguchi, Toru Nakao, Jo Kojima and Takashi Kikuchi, each of whom are designees of ABC-MART, to serve as Directors of LaCrosse. ABC-Mart effected a short-form merger and LaCrosse became a wholly owned subsidiary of ABC-Mart. The shares ceased to trade on the NASDAQ Global Market