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July 20, 2012
16:43 EDTTLBTalbots and Sycamore Partners amend merger agreement
The Talbots (TLB) and Sycamore Partners announced the execution of an amendment to the Agreement and Plan of Merger, dated as of May 30, by and among TLB Holdings, TLB Merger Sub and the company. The amendment to the merger agreement deletes the financing proceeds condition to Purchaser's tender offer to acquire all of the outstanding shares of the company's common stock. Prior to this amendment, Purchaser was not obligated to accept shares tendered in the tender offer unless Parent had received the proceeds of the financing commitments from the lenders as described in the debt commitment letters executed in connection with the entry into the merger agreement. The amendment to the merger agreement also provides, among other things, that, subject to the terms and conditions of the merger agreement, Purchaser will have the right in its sole discretion to extend (or re-extend) the offer for one or more periods, in consecutive increments of up to five business days each (the precise length of which is in Parent's sole discretion) to the extent that all of the offer conditions have been either satisfied or waived and the debt financing has not been received by Parent or Purchaser. Sycamore Partners will file with the Securities and Exchange Commission an amendment to its Tender Offer Statement on Schedule TO setting forth the terms of the amended merger agreement. Additionally, Talbots and Sycamore Partners announced that on July 18, the Pension Benefit Guaranty Corporation issued a letter to Talbots confirming that it will not take action with respect to the acquisition of Talbots by Sycamore Partners as of such time. Sycamore Partners announced that the Company's receipt of the letter from the PBGC satisfies the corresponding condition to the completion of the tender offer and the other transactions contemplated by the merger agreement. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Friday, July 27, unless further extended, and remains subject to the other conditions described in the tender offer materials.
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