rue21, inc. Files Definitive Proxy Materials for Proposed Acquisition by Apax Partners
20 Agosto 2013 - 7:00AM
Business Wire
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.
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