rue21, inc. Files Definitive Proxy Materials for Proposed Acquisition by Apax Partners

  rue21, inc. Files Definitive Proxy Materials for Proposed Acquisition by
  Apax Partners

       Special Meeting of Stockholders to be Held on September 19, 2013

Business Wire

WARRENDALE, Pa. -- August 20, 2013

rue21, inc. (NASDAQ: RUE) (“rue21” or the “Company”), a leading specialty
apparel retailer of girls and guys apparel and accessories, announced today
that it has filed its definitive proxy materials with the Securities and
Exchange Commission ("SEC") in connection with its proposed acquisition by
funds advised by Apax Partners. The definitive proxy materials will be mailed
to stockholders this week.

As previously announced on May 23, 2013, rue21, inc. entered into a definitive
agreement under which funds advised by Apax Partners will acquire all
outstanding shares of rue21 for $42.00 per share in cash.

A special meeting of rue21’s stockholders to consider and vote on the
acquisition will be held on September 19, 2013 at 9:00 a.m. Eastern Time at
the Company’s headquarters at 800 Commonwealth Drive, Warrendale, Pennsylvania
15086. rue21 stockholders of record as of the close of business on August 5,
2013 will be entitled to vote at the Special Meeting.

The SKM II funds, which collectively own approximately 30% of the outstanding
shares of rue21, have entered into a support agreement to vote their shares in
favor of the transaction with Apax. The transaction with Apax is subject to
approval by a majority of the rue21 stockholders unaffiliated with the SKM II
funds and certain other specified stockholders as well as other customary
closing conditions.

rue21 stockholders are encouraged to read the definitive proxy materials in
their entirety, as they provide important information regarding the
transaction.

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
965 stores in 47 states. Learn more at www.rue21.com.

Additional Important Information and Where to Find It

This announcement may be deemed to be solicitation material in respect of the
proposed transaction. In connection with the proposed transaction, rue21 filed
a Rule 13e-3 Transaction Statement and a definitive proxy statement with the
Securities and Exchange Commission (the "SEC") on August 19, 2013. The
definitive proxy statement and a form of proxy is being mailed to the
stockholders of the rue21. 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
definitive proxy statement on Schedule 14A which the Company filed with the
SEC on August 19, 2013 and may be updated or supplemented in other documents
that rue21 may 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:

Sard Verbinnen & Co
George Sard/Andrew Cole/Brooke Gordon
212-687-8080
or
ICR, Inc
Joseph Teklits/Jill Gaul, 203-682-8200
jteklits@icrinc.com
jill.gaul@icrinc.com