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UPDATE 3-Amazon.com buying shoe seller Zappos for $928 mln

* Amazon says Zappos management to stay intact

* Zappos says Amazon likes its culture, known as quirky

* Amazon says deal will close during this fall (Recasts, adds analyst comments; adds second byline)

SAN FRANCISCO, July 22 (Reuters) - Amazon.com AMZN.O made an agressive move to grab market share in shoes and apparel on Wednesday, announcing a deal to buy online shoe retailer Zappos.com Inc for $927.9 million, mostly in stock.

Amazon, the world’s largest online retailer, should benefit from the fiercely loyal customer base at Zappos, which had about $1 billion of gross merchandise sales last year.

Zappos is known for its attentive customer service, free shipping and a free returns policy which inspires shoppers to gamble on shoes. The company said Amazon will allow it to continue running its business as it always has.

Analysts applauded the deal. Bernstein Research analyst Jeffrey Lindsay called it an “outstanding acquisition.” But the move also signaled Amazon had fallen short in its online shoe site Endless.com, launched in 2007.

“This is, in some ways, Amazon throwing in the towel on footwear because they’ve tried to compete with Zappos,” said Forrester Research analyst Sucharita Mulpuru. “If you can’t beat them, buy them.”

Amazon, which began as an online bookseller, has greatly expanded its range of offerings while also allowing third-party sellers to showcase their own items on its site.

That has allowed the company to post robust online sales in recent years, outpacing brick-and-mortar retailers, even as former online stalwarts like eBay Inc EBAY.O, have stumbled.

“A big part of the reason why Amazon is interested in us is because they recognize the value of our culture, our people, and our brand,” said Zappos Chief Executive Tony Hsieh in a letter on its blog. “Their desire is for us to continue to grow and develop our culture (and perhaps even a little bit of our culture may rub off on them).”

IRREVERENT SHOE SELLER

An irreverent company, Zappos’ website calls its executives monkeys and Hsieh joked in his letter that the deal’s headline should read “Zappos and Amazon sitting in a tree ...,” a reference to a nursery rhyme.

Zappos has put customers at ease buying shoes online because it guarantees free shipping on deliveries as well as returns. It also places a big emphasis on service, saying its No. 1 core value is to deliver “wow” through service.

“To WOW, you must differentiate yourself, which means doing something a little unconventional and innovative. You must do something that’s above and beyond what’s expected,” it states on its website.

Pacific Crest analyst Steve Weinstein said the deal allows Amazon to dominate a big new category.

“It (Endless.com) certainly hasn’t been as successful as Zappos,” he said. In shoes I think Zappos is clearly the brand in the mind of consumers.”

The acquisition is slated to close this autumn, and Amazon said the Zappos management team will remain intact. Zappos said it will be run as an independent entity and its brand will be separate from the Amazon brand.

“We think that there is a huge opportunity for us to really accelerate the growth of the Zappos brand and culture, and we believe that Amazon is the best partner to help us get there faster,” Hsieh said in his letter to employees.

Amazon said it will acquire all of the outstanding shares of Zappos and assume its outstanding options and warrants in exchange for approximately 10 million shares of Amazon common stock. It will provide Zappos employees with $40 million of cash and restricted stock units.

Based on Amazon’s closing price of $88.79, the deal is valued at about $927.9 million.

The Zappos website says the company, founded in 1999, has more than 1,300 employees and stocks more than 3 million shoes, handbags, clothing items and accessories from more than 1,136 brands.

Morgan Stanley, and Fenwick & West advised Zappos on the deal. Lazard Ltd advised Amazon. (Editing by Gary Hill, Steve Orlofsky and David Gregorio)

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