Shareholders Approve J. Crew Buyout

Company to be taken private by TPG and Leonard Green.

Shareholders approved J. Crew Group Inc.’s $3 billion buyout by TPG Capital and Leonard Green & Partners by a better than three-to-one margin at a special meeting Tuesday.

This story first appeared in the March 2, 2011 issue of WWD.  Subscribe Today.

The acquisition faced opposition heading into the meeting. Some investors saw the price of $43.50 a share as inadequate and groused over the way chairman and chief executive officer Millard “Mickey” Drexler talked to the private equity firms about a deal before informing his board. Investor advisory firm Institutional Shareholder Services Inc. recommended stockholders vote against the deal.

Investors sued the company in Delaware Chancery Court. Although the two sides reached a $10 million settlement in January, the shareholders have tried to back out of that settlement and said they plan to go to trial. A Delaware judge was waiting until after the shareholder vote to rule on the validity of the settlement.

Ultimately, the deal got the thumbs-up from holders of 41.1 million shares, while investors holding 13.3 million shares voted against the takeover. The deal needed 29.6 million yea votes, a majority of those not affiliated with the acquiring parties, to pass.

Shares of J. Crew, which had been trading below the buyout price, rose 41 cents, or 1 percent, to $43.53. The deal is expected to close Monday.