SEPTEMBER 2011 - Shareholders withdrew their class action to block BJ's Wholesale Club Inc. $2.8 billion sale to Leonard Green & Partners LP after BJ's disclosed additional information about the private equity firm's offer.
JULY 2011 - An investor of BJ's Wholesale Club, Inc. (NYSE: BJ) filed a lawsuit in State Court in effort to block the proposed acquisition of BJ’s Wholesale Club by affiliates of Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners. The NYSE: BJ stockholder alleges that directors breached their fiduciary duties for agreeing to sell BJ’s Wholesale too cheaply via an unfair process.

On Wednesday, June 29, 2011, BJ's Wholesale Club, Inc. (NYSE: BJ) announced that it has entered into a definitive agreement to be acquired by affiliates of Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners in an all-cash transaction valued at approximately $2.8 billion. Under the terms of the agreement, BJ Wholesale Club's shareholders will receive $51.25 per share in cash for each share of NYSE: BJ's common stock they hold. BJ's Wholesale Club, Inc said the offer represents an approximately 38% premium to the closing price of NYSE:BJ's shares on June 30, 2010, the day before Leonard Green & Partners, L.P. announced its 9.5% ownership stake in the Company, and an approximately 7% premium to the closing price of NYSE:BJ's shares on June 28, 2011.

Following the takeover announcement shares of BJ's Wholesale Club, Inc. (NYSE:BJ) jumped from roughly $48 to $50.29 on Wednesday.

However, the plaintiff alleges that the deal was unfair and undervalues BJ’s Wholesale Club Inc.

In fact NYSE: BJ shares traded as high as $52.19 as recently as May 18, 2011 and as high as $52.18 on May 12, 2011, thus above the current offer. Furthermore, at least one analyst set a price target for NYSE: BJ’s stock at $60.00 per share.

Additionally, the plaintiff alleges that Leonard Green & Partners, L.P. is well aware of BJ’s Wholesale Club’s improving financial metrics due to its access to nonpublic information. In fact according to public information BJ's Wholesale Club has performed well for its shareholders in the past. BJ's Wholesale Club reported an increase in Total Revenue over its past 53/52weeks filing periods. BJ's Wholesale Club’s 12 months Total Revenue increased from $8.496billion reported on Feb 03, 2007 to $10.87billion reported on Jan 29, 2011.

Further, so the plaintiff, to ensure the success of the proposed transaction, BJ’ Wholesale Club’s board of directors locked up the deal by agreeing to impermissible deal-protection devices, such as a ‘no-shop’ provision that prevents the company from negotiating with or providing confidential company information to competing bidders except under extremely limited circumstances, a ‘matching rights’ provision that allows Leonard Green & Partners, L.P. three calendar days to match any competing proposal in the unlikely event that one emerges, and a $80million termination fee to be paid to Leonard Green & Partners, L.P. if the board of directors agrees to a competing proposal.