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Talbots discloses buyout offer from Sycamore of $3.05 a share

Shoppers walked past a Talbots store in the Westfield Garden State Plaza mall in Paramus, New Jersey Sept. 6.

Emile Wamsteker/Bloomberg

Shoppers walked past a Talbots store in the Westfield Garden State Plaza mall in Paramus, New Jersey Sept. 6.

Hingham clothier Talbots Inc. said Monday that it has entered into an exclusivity agreement with a New York investment firm to acquire the struggling company for $3.05 a share.

The non-binding proposal, which terminates on May 15, is 5 cents above the price-per-share offer Sycamore Partners made to Talbots last year.

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In a securities filing, Talbots board of directors said it continues to evaluate strategic alternatives, including Sycamore Partners’ proposal. The New York private equity firm already owns nearly 10 percent of Talbots’ outstanding stock.

“There can be no assurance that any definitive agreement will be entered into, or, if entered into, what the terms thereof will be, or that this or any other transaction will be approved or consummated,” Talbots said in its securities filing. “The company does not intend to comment further regarding this proposal or its evaluation of strategic alternatives, unless a specific transaction is recommended by the board.”

Weeks after rejecting an unsolicited bid from Sycamore Partners last December, Talbots signed a confidentiality agreement with the New York company to talk about a possible takeover.

In December, Sycamore initially offered roughly $212.1 million to purchase the remaining shares at $3 a piece — a hefty premium above the $1.56 price on Dec. 6, the day the proposal was made. Talbots’ board of directors rejected the bid, saying it significantly undervalued the company, and instead decided to explore strategic options.

Talbots is being advised in this process by its financial adviser, Perella Weinberg Partners, and legal advisor, White & Case LLP, with a team of attorneys led by Morton A. Pierce.

Jenn Abelson can be reached at abelson@globe.com.
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