rue21, inc. (NASDAQ:RUE) (“rue21” or the “Company”), a leading specialty apparel retailer of girls and guys apparel and accessories, today announced the expiration of the “go-shop” period provided for under the terms of the previously announced merger agreement with Rhodes Holdco, Inc. and Rhodes Merger Sub, Inc., a wholly-owned subsidiary of Rhodes Holdco, Inc., both beneficially owned by funds advised by Apax Partners, L.P. Pursuant to the terms of the merger agreement, rue21, inc. stockholders will be entitled to receive $42.00 per share in cash upon consummation of the merger.
Under the terms of the merger agreement, the Company and its advisors were permitted to actively solicit and negotiate alternative acquisition proposals from third parties during a “go-shop” period that began on May 23, 2013 and expired at 11:59 p.m. EDT on July 2, 2013. During the “go-shop” period, the Company and its financial advisor, Perella Weinberg Partners LP, under the direction of the Special Committee of the Company’s Board of Directors, undertook a broad solicitation effort, contacting 60 potential acquirers believed to have potential strategic or financial interest in an alternative transaction to the announced merger agreement. These contacts resulted in six parties negotiating and entering into confidentiality agreements with the Company and receiving access to due diligence materials. None of the prospective buyers contacted during the “go-shop” period submitted an alternative acquisition proposal, and no other person has made an unsolicited proposal. Accordingly, no third party has been qualified as an “Excluded Party” for purposes of the merger agreement.
The Company is now subject to customary “non-solicitation” provisions that limit its ability to solicit, encourage, discuss or negotiate alternative acquisition proposals from third parties or to provide non-public information to third parties. These non-solicitation provisions are subject to a “fiduciary out” provision that allows the Company to provide non-public information and participate in discussions and negotiations with respect to certain unsolicited written acquisition proposals and to terminate the merger agreement and enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the merger agreement.
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