Apax Partners LLP entered into a definitive agreement to acquire rue21, Inc. (NasdaqGS:RUE) from a group of investors for approximately $1 billion in cash on May 23, 2013. The group of investors includes Wellington Management Company LLP, Wasatch Advisors Inc., Frontier Capital Management Co., LLC, T. Rowe Price Associates, Inc. and SKM Equity Fund II, L.P., a fund of Parallel Investment Partners and Apax Partners LLP. Apax will give $42 for each outstanding share of ... rue21. rue21 will be provided a "go shop" period of 40 days to seek a superior proposal. If rue21 finds a superior proposal, it can terminate the transaction by paying termination fees of $10 million. The transaction is subject to approval by a majority of the rue21 shares excluding SKM II's shares. 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. 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. 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 Chief Executive Officer, also recused himself from the Board vote. Perella Weinberg Partners acted as financial advisor for Special Committee while Kirkland & Ellis LLP and Potter Anderson & Corroon LLP acted as legal advisors for Special Committee. Weil Gotshal & Manges acted as legal advisor to Perella Weinberg Partners. JPMorgan Chase & Co. (NYSE:JPM), Merrill Lynch & Co., Inc. and The Goldman Sachs Group, Inc. (NYSE:GS) will be providing debt financing to Apax Partners LLP in the transaction. JPMorgan Chase & Co. (NYSE:JPM), Merrill Lynch & Co., Inc. and The Goldman Sachs Group, Inc. (NYSE:GS) acted as the financial advisors to Apax Partners LLP. Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. acted as the legal advisors to Apax Partners LLP. Ropes & Gray LLP acted as the legal advisor to SKM.
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