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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
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.