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Bain begins tender offer for shares of Gymboree Corp
27
Oct '10
The Gymboree Corporation and Bain Capital Partners, LLC announced that Giraffe Acquisition Corporation, which is a corporation controlled by Bain Capital, has commenced the previously-announced tender offer for all of the outstanding shares of common stock of Gymboree at a price of $65.40 per share, net to the seller in cash without interest.

On October 11, 2010, Gymboree and Bain Capital announced that the Company and affiliates of Bain Capital had entered into a merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, Giraffe Acquisition Corporation will merge with and into the Company, with the Company continuing as the surviving corporation and all outstanding shares of the Company's common stock, other than shares held by the Company as treasury stock, by a wholly owned subsidiary of the Company, by Giraffe Holding, Inc. or Giraffe Acquisition Corporation, or by the Company's stockholders who have and validly exercise appraisal rights under Delaware law, will be cancelled and converted into the right to receive cash equal to the $65.40 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.

After careful consideration and following the recommendation of the special committee of independent and disinterested directors of the Company's board of directors, the Company's board of directors has unanimously determined that the tender offer and the merger are advisable, fair to and in the best interests of the stockholders of the Company, and approved the merger agreement, the tender offer, the merger and the other transactions completed by the merger agreement.

Accordingly, the Company's board of directors unanimously recommends that the Company's stockholders accept the tender offer and tender their shares in the tender offer and, if required by applicable law, adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the merger.

Giraffe Acquisition Corporation and Giraffe Holding, Inc. are filing with the Securities and Exchange Commission a tender offer statement on Schedule TO, including an offer to purchase, the related letter of transmittal and other related materials, setting forth in detail the terms of the tender offer. Additionally, the Company is filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the unanimous recommendation of the Company's board of directors that the Company's stockholders accept the tender offer and tender their shares into the tender offer.

If the tender offer is successfully completed, the Company expects the transaction to close by year end. Completion of the transaction is subject to, among other things, the satisfaction of the minimum tender condition of at least 66% of the Company's common shares, the receipt of the Federal Trade Commission's approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions.

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