It's official: BJ's will be acquired by Leonard Green, CVC

Deal carries $2.8 billion price tag

WESTBOROUGH, Mass. — After months of speculation, BJ's Wholesale Club has entered a definitive agreement to be acquired by Leonard Green & Partners and CVC Capital Partners for an all-cash transaction valued at about $2.8 billion.

BJ’s board of directors unanimously approved the merger agreement — which is subject to approval of BJ’s shareholders, customary closing conditions and regulatory approvals — and recommended that all BJ’s shareholders vote in favor of the transaction.

The payout to shareholders, which is $51.25 per share in cash, is about 38% above the closing price of BJ's shares on June 30, 2010, the day before Leonard Green announced its 9.5% ownership stake in the company, as well as approximately 7% above the closing price of BJ’s shares on June 28 of this year.

BJ's lead director and chairman Thomas Shields said that the board "believes that this transaction maximizes value and is in the best interests of our shareholders, employees and members."

Added Laura Sen, BJ's president and CEO, "BJ’s will benefit from the continued execution of our business plan and the significant retail expertise of our new partners at LGP and CVC, as well as from continued investments in our clubs, our people and technology, and the future of our business. Our members will continue to enjoy the top-quality merchandise, outstanding savings and great service that they’ve come to expect from BJ’s on every visit."

Earlier this month, Leonard Green and CVC revealed their plans to submit a joint buyout bid to BJ's in a Securities and Exchange Commission filing on June 17.

The transaction is expected to close during fourth quarter 2011.

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