Balaraja blog

J. Crew shareholder group rejects settlement

NEW YORK – Shareholders who sued clothing chain J. Crew Group Inc. over its $3 billion takeover by two private equity firms have rejected the company's $10 million settlement proposal.

In a letter filed to Delaware Chancery Court, the dissenting shareholders' lawyer said Monday that J. Crew sought to"undermine the benefits" for shareholders of the settlement, which included $10 million for the plaintiffs, due after the buyout closes.

The settlement also extended the deadline for competing offers by a month to Feb. 15, and it reduced to $20 million the fee that J. Crew would pay the firms for canceling the deal if a better offer came along.

TPG Capital and Leonard Green & Partners LP offered $43.50 per share for J. Crew in late November. The stock closed at $43.43 Tuesday.

Lawyer Stuart M. Grant told Chancery Court Judge Leo E. Strine that J. Crew officials did not create any incentives for potential bidders. Grant said the company's "rush" to set Jan. 21 as the cut-off for shareholders eligible to vote on the buyout and for release of proxy information prior to the Feb. 15 deadline showed the company wasn't committed to seeking other offers.

The actions "sent a signal" that no one else "should bother to bid for J. Crew," Grant wrote, adding that the suing shareholders now plan to seek a trial and a larger payment.

In response, J. Crew said Tuesday that it has honored its obligations under the settlement, which it said is binding, and "the company will challenge any attempt to change or revoke it."

J. Crew said it is still planning a March 1 shareholder meeting to vote on the takeover.