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rue21, inc. Announces Expiration of the “Go-Shop” Period and Termination of Antitrust Waiting Period



  rue21, inc. Announces Expiration of the “Go-Shop” Period and Termination of
  Antitrust Waiting Period

Business Wire

WARRENDALE, Pa. & NEW YORK -- July 3, 2013

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.

The Company also announced today that it has received notice from the Federal
Trade Commission granting early termination of the mandatory waiting period
under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended,
receipt of which was a condition to consummation of the proposed merger.

The proposed merger is expected to close before the end of the 2013 calendar
year, subject to approval by the majority of stockholders unaffiliated with
the SKM II funds as well as customary closing conditions.

About rue21, inc.

rue21 is a leading specialty apparel retailer offering exclusive branded
merchandise and the newest trends at a great value. rue21 currently operates
941 stores in 47 states. Learn more at www.rue21.com.

About Apax Partners, L.P.

Apax Partners, L.P. is one of the world’s leading private equity investment
groups. It operates globally and has more than 30 years of investing
experience. Funds under the advice of Apax Partners, L.P. total over $40
billion. These funds provide long-term equity financing to build and
strengthen world-class companies.

Additional Important Information and Where to Find It

This announcement may be deemed to be solicitation material in respect of the
proposed merger. In connection with the proposed transaction, rue21 filed a
Rule 13e-3 Transaction Statement and a preliminary proxy statement with the
Securities and Exchange Commission (the "SEC") on June 21, 2013. When
completed, a definitive proxy statement and a form of proxy will be mailed to
the stockholders of the registrant. Stockholders of rue21 are urged to read
the proxy statement and the other relevant material when they become available
because they will contain important information about rue21, Apax, the
proposed transaction and related matters. STOCKHOLDERS ARE URGED TO CAREFULLY
READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED MERGER. The proxy statement and other relevant materials (when
available), and any and all documents filed by rue21 with the SEC, may also be
obtained for free at the SEC's website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed with the
SEC by rue21 by directing a written request to rue21, Attention Corporate
Secretary, 800 Commonwealth Drive, Warrendale, Pennsylvania, 15086.

This announcement is neither a solicitation of a proxy, an offer to purchase
nor a solicitation of an offer to sell shares of the Company. rue21, its
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the security holders of rue21 in connection with
the proposed merger. Information about those executive officers and directors
of rue21 and their ownership of rue21 common stock is set forth in the
definitive proxy statement on Schedule 14A for rue21’s Annual Meeting of
Stockholders, which was filed with the SEC on April 26, 2013, and its Annual
Report on Form 10-K for the year ended February 2, 2013, which was filed with
the SEC on April 3, 2013. These documents may be obtained for free at the
SEC's website at www.sec.gov, and from rue21 by contacting rue21, Attention
Corporate Secretary, 800 Commonwealth Drive, Warrendale, Pennsylvania, 15086.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction was included in the
preliminary proxy statement on Schedule 14A which the Company filed with the
SEC and may be updated or supplemented in the definitive proxy statement and
other documents that rue21 intends to file with the SEC.

Forward-Looking Statements

This release may include predictions, estimates and other information that
might be considered forward-looking statements, including, without limitation,
statements relating to the completion of this transaction. These statements
are based on current expectations and assumptions that are subject to risks
and uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including: (1) rue21 may be unable
to obtain stockholder approval as required for the transaction; (2) conditions
to the closing of the transaction may not be satisfied; (3) the transaction
may involve unexpected costs, liabilities or delays; (4) the business of rue21
may suffer as a result of uncertainty surrounding the transaction; (5) the
outcome of any legal proceedings related to the transaction; (6) rue21 may be
adversely affected by other economic, business, and/or competitive factors;
(7) the occurrence of any event, change or other circumstances that could give
rise to the termination of the transaction agreement; (8) the ability to
recognize benefits of the transaction; (9) risks that the transaction disrupts
current plans and operations and the potential difficulties in employee
retention as a result of the transaction; and (10) other risks to consummation
of the transaction, including the risk that the transaction will not be
consummated within the expected time period or at all. Additional factors that
may affect the future results of rue21 are set forth in its filings with the
SEC, including its Annual Report on Form 10-K for the year ended February 2,
2013, which is available on the SEC's website at www.sec.gov. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date thereof. Except as required by applicable law,
rue21 undertakes no obligation to update forward-looking statements to reflect
events or circumstances after the date thereof.

Contact:

For rue21
Sard Verbinnen & Co
George Sard/Andrew Cole/Brooke Gordon
212-687-8080
bgordon@sardverb.com
or
ICR, Inc
Joseph Teklits, 203-682-8200
jteklits@icrinc.com
or
Jill Gaul, 203-682-8200
jill.gaul@icrinc.com
or
For Apax Partners
Apax Partners
Sarah Rajani, +44 (0)20 7872 6573
sarah.rajani@apax.com
or
US inquiries
Kekst and Company
Todd Fogarty, +1-212-521-4854
todd-fogarty@kekst.com
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