Claire's Buyout

Claire's Stores (CLE)
Apollo Management
$3.3B Buyout

Summary

Buyout of specialty retailer for teenage girls

$33 per CLE share; $3.1B total

CLEstock chart

Announced 3.20.07

Completed 5.29.07

Developments

Delays filing financials 4.04.07
Shareholders approve 5.24.07

Advisors

Financial

CLE : Goldman Sachs / Peter J Solomon
Apollo : Tri-Artisan Partners

Legal

CLE : Simpson Thacher
Apollo : Morgan Lewis

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing; Effective Time
1.3 Effects of the Merger
1.4 Articles of Incorporation; Bylaws
1.5 Directors and Officers

Article II Effect of the Merger on the Capital Stock of the
Constituent Corporations

2.1 Conversion of Securities
2.2 Treatment of Options, Restricted Shares, Stock Units,
and Deferred Compensation Plans
2.3 Surrender of Shares
2.4 Adjustments
2.5 Dissenting Shares

Article III Company Reps

3.1 Organization and Qualification; Subsidiaries
3.2 Articles of Incorporation and Bylaws
3.3 Capitalization
3.4 Authority
3.5 No Conflict; Required Filings and Consents
3.6 Compliance
3.7 Sec Filings; Financial Statements; Undisclosed
Liabilities
3.8 Absence of Certain Changes or Events
3.9 Absence of Litigation
3.10 Employee Benefit Plans
3.11 Labor and Employment Matters
3.12 Insurance
3.13 Properties
3.14 Tax Matters
3.15 Proxy Statement
3.16 Opinion of Financial Advisors
3.17 Brokers
3.18 Takeover Statutes; Rights Plans
3.19 Intellectual Property
3.20 Environmental Matters
3.21 Contracts
3.22 Affiliate Transactions
3.23 No Other Representations or Warranties

Article IV Parent and Merger Sub Reps

4.1 Organization
4.2 Authority
4.3 No Conflict; Required Filings and Consents
4.4 Absence of Litigation
4.5 Proxy Statement
4.6 Brokers
4.7 Financing
4.8 Operations and Ownership of Parent and Merger Sub
4.9 Competing Business
4.10 Solvency
4.11 Ownership of Shares
4.12 Vote/approval Required
4.13 No Other Representations or Warranties

Article V Conduct of Business Pending the Merger

5.1 Company
5.2 Parent and Merger Sub
5.3 No Control of Other Partys Business

Article VI Additional Agreements

6.1 Shareholders Meeting
6.2 Proxy Statement
6.3 Resignation of Directors
6.4 Access to Information; Confidentiality
6.5 Acquisition Proposals
6.6 Employment and Employee Benefits Matters
6.7 Directors and officers Indemnification and Insurance
6.8 Further Action; Efforts
6.9 Public Announcements
6.10 Financing
6.11 Notification of Certain Matters
6.12 Section 16 Matters
6.13 Filings
6.14 Anti-takeover Statute

Article VII Conditions of Merger

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination, Amendment and Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Expenses
8.4 Amendment
8.5 Waiver

Article IX General Provisions

9.1 Non-survival of Representations, Warranties,
Covenants and Agreements
9.2 Notices
9.3 Certain Definitions
9.4 Severability
9.5 Entire Agreement; Assignment
9.6 Parties In Interest
9.7 Governing Law
9.8 Headings
9.9 Counterparts
9.10 Specific Performance
9.11 Jurisdiction
9.12 Interpretation
9.13 Waiver of Jury Trial

Proxy Solicitation

Shareholder meeting

Scheduled for May 24

Proxy statements

Supplemental proxy disclosures 5.14.07
Definitive 4.27.07
Preliminary 4.16.07

Deal Protection

Lock up voting agreement

Form of agreement

No shop covenant

Merger agreement §6.5
Proxy statement disclosure

Break-up fee

$90mm, plus out-of-pocket expenses
Agreement §8.3
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §6.8
Proxy statement disclosure

Fairness Opinion

Goldman Sachs fairness opinion

Proxy statement disclosure

Peter J Solomon Company fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

// This display the document title in the html page document.write(document.title);