SAN FRANCISCO, Nov. 22, 2010 /PRNewswire-FirstCall/ -- The
Gymboree Corporation (Nasdaq: GYMB) (the "Company") today announced
the expiration of the 40-day "go-shop" period provided for in the
previously announced merger agreement, dated as of October 11, 2010, which contemplates the
acquisition of the Company by Giraffe Acquisition Corporation, a
corporation controlled by Bain Capital Partners, LLC.
During the "go-shop" period, which ended at 11:59 p.m., New York
City time, on November 20, 2010, the Company's
representatives were permitted to solicit inquiries or engage in
discussions with third parties relating to "competing proposals."
Despite a broad solicitation of potentially interested
parties, the Company did not receive any alternative acquisition
proposals during the "go-shop" period.
The tender offer and withdrawal rights are scheduled to expire
at 11:59 p.m., New York City time, on November 22, 2010, unless the tender offer is
extended or earlier terminated. The Company's board of
directors continues to recommend that the Company's stockholders
accept the tender offer and tender their shares pursuant to the
tender offer commenced by Giraffe Acquisition Corporation.
About The Gymboree Corporation
The Gymboree Corporation's specialty retail brands offer unique,
high-quality products delivered with personalized customer service.
As of October 30, 2010, the Company
operated a total of 1,049 retail stores: 636 Gymboree® stores (595
in the United States, 37 in
Canada, 2 in Australia and 2 in Puerto Rico), 148 Gymboree Outlet stores, 122
Janie and Jack® shops and 143 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 672 franchised and Company-operated Gymboree Play &
Music® centers in the United
States and 33 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