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J. Crew Deal Faces Hurdles

Investors, lawyers continuing to probe terms, price.

TPG Capital and Leonard Green & Partners LP’s proposed acquisition of J. Crew Group Inc. for about $3 billion isn’t going down easy.

This story first appeared in the December 1, 2010 issue of WWD.  Subscribe Today.

On Tuesday, shares again remained above the offer price of $43.50, closing up 7 cents at $43.72, and stoking speculation that either the prospective buyers will sweeten the deal they reached on Nov. 23 or another bidder could materialize.

The company is obliged to consider other offers until Jan. 15.

Even if the deal were to go through as currently structured, it will be subjected to what’s likely to be intense legal scrutiny. The Brooklyn-based law office of Joseph Klein said Tuesday it was investigating J. Crew’s board to determine if it breached its fiduciary duty in agreeing to the deal, either by signing off on too low a price or by not shopping it adequately.

Klein’s office became at least the 17th law firm to shine a spotlight on the deal and seek unhappy shareholders considering legal action. At least 12 law firms revealed their intention to investigate the deal on the day it was signed.

Probes of pending acquisitions are commonplace, but lawsuits are filed far less frequently. Still, a group of Alberto-Culver Co. shareholders said Monday that they had reached a settlement with the company calling for modification in the terms of its pending $3.7 billion acquisition by Unilever.

J. Crew shares hit a 52-week peak at $50.96 as retail stocks hit their high-water mark for the year on April 26. They were trading substantially lower in the weeks before the deal with TPG and Leonard Green was unveiled, closing at $31.23 on Nov. 1.

Officials from J. Crew couldn’t be reached for comment.