NEW YORK, Feb. 22, 2011 /PRNewswire/ -- J.Crew Group, Inc.
(NYSE: JCG) today commented on the report issued by Institutional
Shareholder Services Inc. ("ISS") on J.Crew Group's proposed
acquisition by TPG Capital and Leonard
Green & Partners, L.P. As previously announced,
under the terms of the $3 billion
merger agreement, J.Crew stockholders will receive $43.50 per share in cash.
Contrary to the ISS report, which the Company called "deeply
flawed in its analysis and conclusions," the proposed transaction
offers a full and fair price for J.Crew's shareholders.
Josh Weston, Chairman of the
Special Committee of the J.Crew Board of Directors, said,
"Unfortunately, ISS's report is based on flawed analyses, and we
believe that ISS has reached the wrong recommendation with respect
to the contemplated transaction with TPG and Leonard Green."
The special committee of independent directors of J.Crew
carefully considered the transaction with TPG and Leonard Green. Following a comprehensive
evaluation of the transaction, as well as all other potential
strategic alternatives available to the Company, the special
committee and the board of directors determined that the proposed
transaction is in the best interests of and maximizes value for
J.Crew's shareholders.
Weston concluded, "The special committee ran a thorough process,
including analyzing the risks and rewards of all alternatives. This
process resulted in a premium offer that provides immediate and
certain value to J.Crew shareholders. We urge all shareholders to
vote on the facts and in favor of this transaction."
Tomorrow, the Company is filing an Investor Presentation that
explains in detail why the Company believes that the proposed
transaction is in the best interests of its shareholders and
responds to certain of the flaws in the ISS report.
J.Crew's Special Meeting of Stockholders will be held at
10:00 a.m. ET on March 1, 2011, at The New Museum, 235 Bowery,
New York, New York 10002.
J.Crew stockholders of record at the close of business on
Friday, January 21, 2011, will be
entitled to vote at the special meeting. Investors with questions
about the transaction or how to vote their shares may contact the
Company's proxy solicitor, MacKenzie Partners Inc., toll-free at
800-322-2885.
About J.Crew Group, Inc.
J.Crew Group, Inc. is a nationally recognized multi-channel
retailer of women's, men's and children's apparel, shoes and
accessories. As of February 15, 2011,
the Company operates 249 retail stores (including 219 J.Crew retail
stores, 10 crewcuts and 20 Madewell stores), the J. Crew catalog
business, jcrew.com, madewell.com and 85 factory outlet stores.
Additionally, certain product, press release and SEC filing
information concerning the Company are available at the Company's
website www.jcrew.com.
Forward-Looking Statements:
Certain statements herein are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
reflect the Company's current expectations or beliefs concerning
future events and actual results of operations may differ
materially from historical results or current expectations. Any
such forward-looking statements are subject to various risks and
uncertainties, including the strength of the economy, changes in
the overall level of consumer spending or preferences in apparel,
our ability to compete with other retailers, the parties' ability
to consummate the proposed transaction on the contemplated
timeline, the performance of the Company's products within the
prevailing retail environment, our strategy and expansion plans,
systems upgrades, reliance on key personnel, trade restrictions,
political or financial instability in countries where the Company's
goods are manufactured, postal rate increases, paper and printing
costs, availability of suitable store locations at appropriate
terms and other factors which are set forth in the Company's Form
10-K and in all filings with the SEC made by the Company subsequent
to the filing of the Form 10-K. The Company does not undertake to
publicly update or revise its forward-looking statements, whether
as a result of new information, future events or otherwise.
Additional Information and Where to Find It:
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of J.Crew Group, Inc. by TPG
Capital and Leonard Green &
Partners, L.P. In connection with the proposed transaction, J.Crew
Group, Inc. will file a definitive proxy statement and file or
furnish other relevant materials with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS OF J.CREW GROUP, INC.
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT
MATERIALS FILED OR FURNISHED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE DEFINITIVE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the definitive proxy statement
(when available) and other documents filed or furnished to the
Securities and Exchange Commission by J.Crew Group, Inc. at the
Securities and Exchange Commission's website at http://www.sec.gov
or at J.Crew Group, Inc.'s website at http://www.jcrew.com and then
clicking on the "Investor Relations" link and then the "SEC
Filings" link. The definitive proxy statement and other relevant
materials may also be obtained for free from J.Crew Group, Inc. by
directing such request to J.Crew Group, Inc., 770 Broadway,
New York, New York 10003; or (212)
209-2500. The contents of the websites referenced above are not
deemed to be incorporated by reference into the definitive proxy
statement.
Participants in Solicitation:
J.Crew Group, Inc. and its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed transaction. Information concerning
the interests of J.Crew Group, Inc.'s participants in the
solicitation is, or will be, set forth in J.Crew Group, Inc.'s
proxy statements and Annual Reports on Form 10-K, previously filed
with the Securities and Exchange Commission, and in the definitive
proxy statement relating to the proposed transaction when it
becomes available. Each of these documents is, or will be,
available free of charge at the Securities and Exchange
Commission's website at www.sec.gov and from J.Crew Group, Inc. at
http://www.jcrew.com, and then clicking on the "Investor Relations"
link and then the "SEC Filings" link or by directing such request
to J.Crew Group, Inc., 770 Broadway, New
York, New York 10003; or (212) 209-2500.
SOURCE J.Crew Group, Inc.