Footlocker said in a statement that the proposal represents a 26 per cent premium to Genesco's average share price during the one-year period prior to April 4.
Genesco said it will assess the proposal with financial adviser Goldman Sachs and respond in 'due course'.
Genesco operates more than 2,000 stores in the US and Canada under brands including Journeys, Lids and Underground Station.
Foot Locker operates about 4,000 stores in 20 countries in the US, Europe and Australia.
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