Represents 42% Premium to 90-Day Volume Weighted Average Price Independent Special Committee to Conduct "Go-Shop" Process Company Expects to Report First Quarter 2013 Diluted EPS of $0.44 per Share
WARRENDALE, Pa. and NEW YORK, May 23, 2013 (GLOBE NEWSWIRE) -- rue21, inc. (Nasdaq:RUE), a leading specialty apparel retailer of girls and guys apparel and accessories, and Apax Partners, a global private equity firm, today announced a definitive agreement under which funds advised by Apax Partners will acquire all outstanding shares of rue21 for $42.00 per share in cash. The transaction is valued at approximately $1.1 billion. The transaction price represents a premium of approximately 23% to yesterday's closing share price and approximately 42% to the 90-day volume weighted average price (VWAP).
The rue21 Board of Directors approved the agreement based on the unanimous recommendation of a Special Committee comprised of three independent directors: Bruce Hartman, Arnold Barron and Harlan Kent. The Special Committee is being advised by Perella Weinberg Partners, as financial advisor, and Kirkland & Ellis LLP and Potter Anderson & Corroon LLP, as legal advisors. Two rue21 directors who are partners of Apax recused themselves from Board discussions and the Board vote regarding the transaction. Bob Fisch, rue21's Chairman, President and CEO, also recused himself from the Board vote.As part of the agreement, the Special Committee, with the assistance of its advisors, will conduct an initial 40-day "go-shop" process starting today during which it will actively solicit, evaluate and potentially enter into negotiations with any parties willing to offer a superior acquisition proposal. The go-shop process provides for a low termination fee of 1% (approximately $10 million) to be paid to Apax. rue21 management, including Bob Fisch, has not entered into any arrangements with Apax and is willing to work with any party that emerges through the go-shop process.