UPDATE 1-J Crew to settle suit, extends go-shop period

Tue Jan 18, 2011 11:53am EST

* J Crew says to settle shareholder lawsuit over takeover

* Did not receive any alternative proposals yet

* "Go-shop" period extended until Feb. 15 (Adds J Crew's statement confirming settlement, other details, stock activity)

CHICAGO, Jan 18 (Reuters) - Clothing retailer J Crew Group Inc JCG.N is set to settle a shareholder lawsuit over its proposed takeover by private equity firms TPG Capital [TPG.UL] and Leonard Green & Partners LP.

A $2.86 billion deal to acquire J Crew was announced on Nov. 23, with TPG Group and Leonard Green & Partners LP agreeing to buy the company for $43.50 a share, a premium of about 15 percent.

Lawsuits have protested the proposed sale price and asserted that J Crew Chairman and Chief Executive Millard Drexler potentially breached his fiduciary duties to investors.

J Crew said that it and other defendants agreed to settle the putative class action lawsuit pending in Delaware chancery court. The agreement with the plaintiffs is subject to court approval.

J Crew received no rival takeover bids during its "go shop" period and will remain with its original $2.86 billion buyout offer from TPG Capital and Leonard Green & Partners LP, a source familiar with the situation told Reuters on Sunday. [ID:nN16111690]

The "go shop" period to solicit competing offers, which expired on Jan. 15, was extended until Feb. 15 as part of the agreement.

The pact also includes a $10 million payment to plaintiffs, payable if and when TPG Capital and Leonard Green buy J Crew.

The Federal Trade Commission granted early termination of the mandatory Hart-Scott-Rodino waiting period, J Crew added.

Shareholders of record as of Jan. 21 will be able to vote on the merger at a meeting set to be held on March 1, J Crew said.

Shares of J Crew fell 0.9 percent to $43.43 in midday trading on the New York Stock Exchange.

Bloomberg previously reported that J Crew was close to settling the suit, citing two people with knowledge of the matter. (Reporting by Sakthi Prasad in Bangalore and Jessica Wohl in Chicago; Editing by Mike Nesbit and Tim Dobbyn)

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