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Talbots Announces Expiration Of Exclusivity Period With Sycamore Partners Without Reaching Definitive Merger Agreement

Stocks in this article: TLB

The Talbots, Inc. (NYSE:TLB) (“Talbots” or the “Company”) today announced that the exclusivity agreement with Sycamore Partners, which was executed on May 5, 2012 and twice extended through May 24, 2012, has expired. The Company has worked exclusively in good faith with Sycamore Partners to execute a transaction. Sycamore Partners informed the Company that it is not prepared to execute a transaction at this time. The Company remains open to pursuing a transaction with Sycamore Partners at $3.05 per share pursuant to an acceptable merger agreement providing for an appropriate level of closing certainty and supported by firm debt and equity financing commitments. The Company is no longer subject to exclusivity and therefore will actively explore other strategic alternatives and in the meantime will continue to be focused on executing its business plan and creating value for its shareholders. In a separate press release, the Company today announced its first quarter results which reflected improved operating income and positive earnings.

The Talbots, Inc. is a leading specialty retailer and direct marketer of women’s apparel, shoes and accessories. At the end of the first quarter 2012, the Company operated 516 Talbots stores in 46 states and Canada. Talbots brand on-line shopping site is located at http://www.talbots.com.

Forward-looking Information

This Press Release contains forward-looking information within the meaning of The Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “look,” “projected,” “believe,” “anticipate,” “outlook,” “will,” “would,” “should,” “intend,” “potential” or similar statements or variations of such terms. All of the information concerning the outcome of exploring strategic alternatives, our future liquidity, future net sales, margins and other future financial performance and results, achievement of operating or financial plan or forecasts for future periods, sources and availability of credit and liquidity, future cash flows and cash needs, success and results of strategic initiatives and other future financial performance or financial position, as well as our assumptions underlying such information, constitute forward-looking information. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about the Company, are not guarantees of future results or performance and involve substantial risks and uncertainty, including assumptions and projections concerning our internal operating or financial plan, regular-price, promotional and markdown selling, operating cash flows, liquidity and sources and availability of credit for all forward periods. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the ability to successfully increase our customer traffic and the success and customer acceptance of our merchandise offerings in our stores, on our website and in our catalogs; achieving our operating plan for operating results, working capital and cash flows; adequacy of internal and external liquidity sources at all times; negative reaction of and any attendant difficulties in maintaining or extending relationships and financial arrangements with suppliers, sourcing agent and landlords in response to unsolicited acquisition proposals and/or evaluation of strategic alternatives; the ability to attract and retain talented and experienced executives that are necessary to execute our strategic initiatives; the risks associated with our efforts to maintain our traditional customer and expand to attract new customers; the continuing material impact of the U.S. economic environment as well as the risks and uncertainties included under “Risk Factors” and “Forward-looking Information” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012 and other periodic reports filed with the SEC which are incorporated herein. Our Annual Report on Form 10-K and other periodic reports are available at the Investor Relations section of our Website at http://www.thetalbotsinc.com.

All of our forward-looking statements are as of the date of this Press Release only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in this Press Release or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect our continuing operations and our future financial results, cash flows, available credit, prospects and liquidity. Except as required by law, 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.

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