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Jones Apparel accepts $942 mn Barneys bid from Istithmar

09 Aug '07

2 min read

Jones Apparel Group Inc announced that it has signed an amended definitive stock purchase agreement to sell its wholly owned subsidiary Barneys New York Inc to an affiliate of Istithmar PJSC, a Dubai based private equity and alternative investment house for $942.3 million in cash, subject to certain purchase price adjustments.

Under the terms of the amended definitive stock purchase agreement with affiliates of Istithmar (the "Istithmar Agreement"), Jones is permitted to terminate the Istithmar Agreement to accept an offer from Fast Retailing Co Ltd ("Fast") if the Company's Board of Directors determines that an offer from Fast is a "Superior Transaction" as defined in the Istithmar Agreement, subject to the right of affiliates of Istithmar to propose a transaction at least as favorable to the Fast offer in accordance with the terms of the Istithmar Agreement.

Fast has previously submitted two offers to purchase Barneys. The Istithmar Agreement allows Fast to make one more offer which must be received by 5:00pm Thursday, August 9, 2007.

In the event that Jones were to terminate the amended Istithmar Agreement in order to accept an amended Fast offer, Jones would be required to pay an affiliate of Istithmar a termination fee of $34.7 million.

Jones Apparel Group Inc

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