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.
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. Pursuant to the terms of the support agreement, if the
agreement with Apax is terminated and rue21 enters into a superior
transaction, the SKM II funds have agreed to vote their shares in
favor of such superior transaction on the same pro rata basis as
unaffiliated stockholders. In addition, the transaction with
Apax is subject to approval by a majority of the rue21 shares
excluding SKM II's shares. The SKM II funds were established
in 1998 and the rue21 stake is their last remaining
investment. Since 2005, the SKM II funds have been associated
with Apax Partners. The SKM II funds were independently
advised in this transaction.
Bruce Hartman, Chairman of the Special Committee, stated, "This
transaction is the result of diligent analysis and thoughtful
deliberations by the Special Committee over many months with the
assistance of our advisors. This all-cash transaction delivers
substantial and certain value, and we believe it is in the best
interests of rue21 stockholders. To ensure we are maximizing
value for rue21 stockholders, we are also committed to running a
comprehensive go-shop process to determine if there are any
superior alternatives that may exist to the Apax transaction."
John Megrue, Chief Executive Officer of Apax Partners U.S. and
Partner in the firm's Retail & Consumer team, said, "We are
very proud of the growth that rue21 has achieved. I have
worked closely with Bob Fisch to support the Company's growth from
less than 100 stores at the time of the initial investment in 1998
to over 900 stores today, and Apax is excited to continue the
journey with the Company's senior management team."
Bob Fisch, Chairman, President and CEO of rue21, said, "Thanks
to the hard work of our associates, rue21 has generated strong top
and bottom line growth both as a private company and as a public
company. We are proud that a sophisticated investor such as
Apax continues to believe in our core strategy and recognizes our
value-generating capabilities. This transaction will allow us
to focus on achieving our long-term objectives, including growing
our business to over 1,700 stores in the U.S. and successfully
implementing new initiatives such as e-commerce and rueMan."
Preliminary First Quarter 2013 Results rue21
also announced preliminary earnings per share and comparable store
sales results for the first quarter ending April 30, 2013. Net
sales for the quarter increased 9.1%, while comparable store sales
decreased 4.6% from the year-ago quarter. Diluted EPS is expected
to be $0.44.
Commenting on the results, Fisch said, "This quarter rue21 was
impacted by the same challenges that affected the entire industry –
unseasonably cool weather, higher payroll taxes and delayed tax
refunds. All of these factors affected shopping patterns and
resulted in a tougher quarter than we had forecasted in terms of
sales growth. Looking ahead we expect both the weather
and consumer spending to improve and believe our 2013 strategic
initiatives, including opening 125 stores in 2013, will allow us to
deliver consistent, strong profit growth to our stakeholders."
rue21 will announce full first quarter fiscal 2013 results on
June 5, 2013, and host a conference call that day at 4:30 p.m.
Eastern Time. The conference call will also be webcast live at
www.rue21.com under the Investor Relations section. A replay of
this call will be available on the Investor Relations section of
the Company's website, www.rue21.com, within two hours of the
conclusion of the call and will remain on the website for 90
days.
Additional Transaction Details
The transaction is expected to close before the end of calendar
2013, subject to approval by the majority of the stockholders
unaffiliated with the SKM II funds as well as customary closing
conditions. The transaction is not subject to
financing. Following completion of the transaction, rue21 will
remain headquartered in Warrendale, Pennsylvania.
Perella Weinberg Partners is acting as financial advisor to the
Special Committee of the rue21 Board of Directors. Kirkland
& Ellis LLP and Potter Anderson & Corroon LLP are acting as
legal advisors to the Special Committee.
J.P. Morgan Securities LLC (lead advisor), BofA Merrill Lynch
and Goldman Sachs are providing financial advice to
Apax. Committed debt financing for the transaction is being
provided by BofA Merrill Lynch, J.P. Morgan and Goldman
Sachs. Simpson Thacher & Bartlett LLP and Richards, Layton
and Finger, P.A. are acting as legal advisors to Apax
Partners. Ropes & Gray LLP is acting as legal advisor to
the SKM funds.
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 932 stores in 47
states. Learn more at www.rue21.com.
About Apax Partners
Apax Partners 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
total over $40 billion. These Funds provide long-term equity
financing to build and strengthen world-class companies.
Over the past 10 years, funds advised by Apax have invested
approximately $6.3 billion of equity in retail and consumer
businesses. Apax has extensive experience in fashion apparel,
footwear and accessories through current and previous investments
including Tommy Hilfiger Corporation, an apparel retail company and
one of the world's leading lifestyle brands, which was acquired by
PVH Corp. Apax also partnered with PVH in the company's successful
acquisition of Calvin Klein. Other fund investments include
Advantage Sales & Marketing, the premier outsourced sales and
marketing services provider to consumer packaged goods companies
and retailers in North America, and Cole Haan, a leading designer
and retailer of premium footwear and related accessories.
Internationally, funds advised by the firm are currently invested
in New Look, a UK-based value fashion retailer and Takko, a value
apparel retailer operating in Germany, Central Europe and Russia.
Notable investments in retail and consumer businesses by Apax
include Dollar Tree, Children's Place, Bob's Discount Furniture,
Sunglass Hut, Charlotte Russe, Tommy Bahama, Hibbett Sporting
Goods, Teavana, Ollie's Bargain Outlet, Comark, CBR, Lifetime
Fitness, Spyder Active Sports, Miller's Ale House and Café
Rio.
Important Additional Information and Where to Find
It
In connection with the proposed transaction, rue21 intends to
file a proxy statement with the Securities and Exchange Commission
(the "SEC") and mail it to its stockholders. 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, 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 proxy, an offer
to purchase nor a solicitation of an offer to sell shares of rue21.
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 rue21
proxy statement for its 2013 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 will be included in the proxy
statement 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
George Sard/Andrew Cole/Brooke Gordon
Sard Verbinnen & Co
Tel: 212-687-8080
Email: bgordon@sardverb.com
Joseph Teklits/Jill Gaul
ICR, Inc
Tel: 203-682-8200
Email: jteklits@icrinc.com
Email: jill.gaul@icrinc.com
For Apax Partners
Sarah Rajani
Apax Partners
Tel: +44 (0)20 7872 6573
Email: sarah.rajani@apax.com
US inquiries
Todd Fogarty
Kekst and Company
Tel: +1 212 521 4854
Email: todd-fogarty@kekst.com
Rue21, Inc. (MM) (NASDAQ:RUE)
過去 株価チャート
から 6 2024 まで 7 2024
Rue21, Inc. (MM) (NASDAQ:RUE)
過去 株価チャート
から 7 2023 まで 7 2024