SAN FRANCISCO and BOSTON, Oct. 25
/PRNewswire-FirstCall/ -- The Gymboree Corporation (Nasdaq: GYMB)
("Gymboree" or the "Company") and Bain Capital Partners, LLC ("Bain
Capital") today announced that Giraffe Acquisition Corporation,
which is a corporation controlled by Bain Capital, has commenced
the previously-announced tender offer for all of the outstanding
shares of common stock of Gymboree at a price of $65.40 per share, net to the seller in cash
without interest.
On October 11, 2010, Gymboree and
Bain Capital announced that the Company and affiliates of Bain
Capital had entered into a merger agreement pursuant to which the
tender offer would be made. Pursuant to the merger agreement,
after completion of the tender offer and the satisfaction or waiver
of all conditions, Giraffe Acquisition Corporation will merge with
and into the Company, with the Company continuing as the surviving
corporation and all outstanding shares of the Company's common
stock, other than shares held by the Company as treasury stock, by
a wholly owned subsidiary of the Company, by Giraffe Holding, Inc.
or Giraffe Acquisition Corporation, or by the Company's
stockholders who have and validly exercise appraisal rights under
Delaware law, will be cancelled
and converted into the right to receive cash equal to the
$65.40 offer price per share. In
certain cases, the parties have agreed to proceed with a one-step
merger transaction if the tender offer is not completed.
After careful consideration and following the recommendation of
the special committee of independent and disinterested directors of
the Company's board of directors, the Company's board of directors
has unanimously determined that the tender offer and the merger are
advisable, fair to and in the best interests of the stockholders of
the Company, and approved the merger agreement, the tender offer,
the merger and the other transactions completed by the merger
agreement. Accordingly, the Company's board of directors
unanimously recommends that the Company's stockholders accept the
tender offer and tender their shares in the tender offer and, if
required by applicable law, adopt the merger agreement and approve
the transactions contemplated by the merger agreement, including
the merger.
Giraffe Acquisition Corporation and Giraffe Holding, Inc. are
filing with the Securities and Exchange Commission (the "SEC")
today a tender offer statement on Schedule TO, including an offer
to purchase, the related letter of transmittal and other related
materials, setting forth in detail the terms of the tender offer.
Additionally, the Company is filing with the SEC today a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the unanimous recommendation
of the Company's board of directors that the Company's stockholders
accept the tender offer and tender their shares into the tender
offer.
If the tender offer is successfully completed, the Company
expects the transaction to close by year end. Completion of
the transaction is subject to, among other things, the satisfaction
of the minimum tender condition of at least 66% of the Company's
common shares, the receipt of the Federal Trade Commission's
approval under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and other customary closing conditions. In the event
that the minimum tender condition is not met, and in certain other
circumstances, the parties have agreed to complete the transaction
through a one-step merger after receipt of shareholder approval.
Bain Capital has received financing commitments from Bank of
America, Credit Suisse and Morgan Stanley in an amount necessary to
complete the transaction. Under certain circumstances, Bain
Capital may delay the closing date in order to complete this
financing.
The tender offer and withdrawal rights are scheduled to expire
at 11:59 p.m., New York City time, on Monday, November 22, 2010, unless extended or
earlier terminated.
About The Gymboree Corporation
The Gymboree Corporation's specialty retail brands offer unique,
high-quality products delivered with personalized customer service.
As of October 2, 2010, the
Company operated a total of 1,037 retail stores: 635 Gymboree®
stores (594 in the United States,
37 in Canada, 2 in Puerto Rico and 2 in Australia), 147 Gymboree Outlet stores, 122
Janie and Jack® shops and 133 Crazy 8® stores in the United States. The Company also operates
online stores at www.gymboree.com, www.janieandjack.com and
www.crazy8.com, and offers directed parent-child developmental play
programs at 671 franchised and Company-operated Gymboree Play &
Music® centers in the United
States and 32 other countries.
About Bain Capital
Bain Capital, LLC (www.baincapital.com) is a global private
investment firm that manages several pools of capital including
private equity, venture capital, public equity, high-yield assets
and mezzanine capital with approximately $64
billion in assets under management. Since its
inception in 1984, Bain Capital has made private equity investments
and add-on acquisitions in more than 300 companies in a variety of
industries around the world. Bain Capital private equity
investments have included such leading businesses as Toys "R" Us,
Bright Horizons Family Solutions, Michaels Stores, Dollarama,
Burlington Coat Factory, Dunkin' Brands and Lilliput Kidswear.
Headquartered in Boston,
Bain Capital has offices in New
York, Chicago, London, Munich, Hong
Kong, Shanghai,
Tokyo, and Mumbai.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of the Company's common
stock is being made pursuant to an offer to purchase and related
materials that affiliates of Bain Capital Partners, LLC have filed
with the Securities and Exchange Commission. Affiliates of
Bain Capital Partners, LLC have filed a tender offer statement on
Schedule TO with the Securities and Exchange Commission in
connection with the commencement of the offer, and thereafter the
Company has filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the offer. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully and considered before any decision is
made with respect to the tender offer. These materials are being
sent free of charge to all stockholders of the Company. In
addition, all of these materials (and all other materials filed by
the Company with the Securities and Exchange Commission) are
available at no charge from the Securities and Exchange Commission
through its website at www.sec.gov. The Schedule TO, Schedule
14D-9 and related materials may be obtained for free from Okapi
Partners LLC, 437 Madison Avenue, 28th Floor, Toll-Free Telephone:
(877) 285-5990. Investors and security holders may also
obtain free copies of the documents filed with the Securities and
Exchange Commission by the Company by contacting the Company
Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number
415-278-7933 or investor_relations@gymboree.com.
Additional Information about the Merger and Where to Find
It
In connection with the potential merger, the Company would, if
required, file a proxy statement with the Securities and Exchange
Commission. Additionally, the Company would file other relevant
materials with the Securities and Exchange Commission in connection
with the proposed acquisition of the Company by affiliates of Bain
Capital Partners, LLC pursuant to the terms of an Agreement and
Plan of Merger by and among the Company and affiliates of Bain
Capital Partners, LLC. The materials to be filed by the Company
with the Securities and Exchange Commission may be obtained free of
charge at the Securities and Exchange Commission's web site at
www.sec.gov. Investors and stockholders also may obtain free copies
of the proxy statement from the Company by contacting the Company
Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number
415-278-7933 or investor_relations@gymboree.com. Investors and
security holders of the Company are urged to 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 because they will contain important
information about the merger and the parties to the merger.
The Company and its respective directors, executive officers and
other members of their management and employees, under the
Securities and Exchange Commission rules, may be deemed to be
participants in the solicitation of proxies of the Company's
stockholders in connection with the proposed merger.
Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of
certain of the Company's executive officers and directors in the
solicitation by reading the Company's proxy statement for its 2010
annual meeting of stockholders and the proxy statement and other
relevant materials which may be filed with the Securities and
Exchange Commission in connection with the merger when and if they
become available. Information concerning the interests of the
Company's participants in the solicitation, which may, in some
cases, be different than those of the Company's stockholders
generally, will be set forth in the proxy statement relating to the
merger when and if it becomes available. Additional
information regarding the Company's executive officers and
directors in the solicitation is available by reading the Company's
proxy statement for its 2010 annual meeting of stockholders.
Forward Looking Statements
This press release contains forward-looking statements relating
to the potential acquisition of The Gymboree Corporation by
affiliates of Bain Capital Partners, LLC, including the expected
date of closing of the acquisition and the potential benefits of
the merger. The actual results of the acquisition could vary
materially as a result of a number of factors, including:
uncertainties as to how many of The Gymboree Corporation's
stockholders will tender their stock in the offer; the possibility
that competing offers will be made; and the possibility that
various closing conditions for the transaction may not be satisfied
or waived. Other factors that may cause actual results to
differ materially include those set forth in the reports that we
file from time to time with the Securities and Exchange Commission,
including our annual report on Form 10-K for the year ended
January 30, 2010 and quarterly and
current reports on Form 10-Q and 8-K. These forward-looking
statements reflect The Gymboree Corporation's expectations as of
the date of this press release. The Gymboree Corporation undertakes
no obligation to update the information provided herein. The
Gymboree Corporation notes that forward-looking statements made in
connection with a tender offer are not subject to the safe harbors
created by the Private Securities Litigation Reform Act of 1995, as
amended.
SOURCE The Gymboree Corporation
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