Investigation Overview
An investigation on behalf of JCG investors concerning whether the offer to take over J. Crew Group at $43.50 per share and sale process are unfair to J. Crew Group, Inc. (NYSE:JCG) investors and whether certain officers and directors at J. Crew Group, Inc. breached their fiduciary duties was announced.
The investigation by a law firm concerns whether J. Crew Group, Inc. , its CEO and certain other of its officers and directors breached their fiduciary duties owed to J. Crew Group, Inc. (NYSE:JCG) investors in connection with the proposed takeover.
On Tuesday, Nov. 23, 2010 J.Crew Group, Inc. (NYSE: JCG) announced that it has entered into an agreement to be acquired by funds affiliated with TPG Capital and Leonard Green & Partners, L.P. Under the terms of the agreement, holders of the outstanding common shares of J.Crew (JCG) will receive $43.50 per share in cash, or a total of approximately $3.0 billion. J Crew said the price represents a premium of 29% to J.Crew's average closing share price over the last month.
Shares of J. Crew Group, Inc. (NYSE: JCG) traded the trading day before the buyout news at $37.75 per share, but increased in response to the announcement above the current offer to over $44 per share.
Thus the investigation by a law firm concerns whether the sale process is unfair to the shareholders of J. Crew Group, Inc. (NYSE:JCG) and whether the offer undervalues J. Crew Group, Inc.
At least one analyst has set a price target for J. Crew stock at $50 per share and JCG shares traded as recently as June over $45.50 per share, in May as high as $48.63 per share, and in April as high as $50 per share. In addition J. Crew Groups 52week Total Revenue went from $1.152billion reported on Feb. 2 2007 to $1.578billion reported on Jan 30, 2010. Its Net Income over the same filing periods went from $77.78million to $123.36million.
Therefore the investigation concerns whether the J. Crew Group, Inc. Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of J. Crew Group, Inc. (NYSE:JCG) and breached their fiduciary duties to J. Crew Group (JCG) shareholder by failing to adequately shop the Company before entering into the transaction.