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J Crew extends go-shop period
19
Jan '11
J.Crew Group Inc announced that it has established a record date and a meeting date for a special meeting of its stockholders to consider and vote upon a proposal to adopt the merger agreement between the Company and affiliates of TPG Capital, L.P. and Leonard Green & Partners, L.P. J. Crew stockholders of record at the close of business on Friday, January 21, 2011, will be entitled to notice of the special meeting and to vote at the special meeting.

The special meeting is scheduled to be held on Tuesday, March 1, 2011. The Company has received notice from the Federal Trade Commission granting early termination of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Accordingly, the condition to closing in the merger agreement with respect to the expiration of the applicable waiting periods under the HSR Act has been satisfied. Despite an active and extensive solicitation of potentially interested parties in connection with the "go-shop" period since the announcement of the merger agreement, the Company has not received any alternative acquisition proposals to date.

J. Crew also announced that it and the other defendants have entered into a memorandum of understanding with the Delaware plaintiffs to settle, subject to court approval, the putative class action lawsuit pending in Delaware chancery court against the Company and others in connection with the proposed acquisition of J. Crew by affiliates of TPG Capital, L.P. and Leonard Green & Partners, L.P. On January 18, 2011, J. Crew, and affiliates of TPG Capital and Leonard Green entered into an amendment to the merger agreement implementing certain terms of the memorandum of understanding.

Pursuant to the memorandum of understanding, the merger agreement was amended, including to extend the expiration date of the "go-shop" period from January 15, 2011 to February 15, 2011, to reduce the termination fee payable by J. Crew in certain circumstances to $20 million, plus expense reimbursement in an amount not to exceed $5 million, to eliminate in certain circumstances the match rights of affiliates of TPG Capital and Leonard Green and to provide that the transaction must be approved by a majority of our unaffiliated stockholders.

The memorandum of understanding also contemplates a one-time payment of $10 million by J. Crew or its insurers to the class of shareholder plaintiffs represented in the suit payable upon consummation of the acquisition of J. Crew by affiliates of TPG Capital and Leonard Green.

During the continuation of the "go-shop" process, the Company will be permitted, on the terms and subject to the conditions of the merger agreement, to continue to initiate, solicit and encourage inquiries from and engage in discussions with third parties relating to alternative acquisition proposals.

J.Crew Group Inc


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