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Oct 12, 2010
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Gymboree to be acquired by Bain Capital

Published
Oct 12, 2010

SAN FRANCISCO and BOSTON - October 11, 2010 - The Gymboree Corporation (NASDAQ: GYMB) and Bain Capital Partners, LLC today announced that they have entered into a definitive agreement under which affiliates of Bain Capital will acquire all the outstanding stock of Gymboree for $65.40 per share, or $1.8 billion.


Visual from Gymboree.com

Under the terms of the agreement, which has been unanimously approved by Gymboree's Board of Directors, Gymboree stockholders will receive $65.40 in cash for each outstanding share of Gymboree common stock they own, which represents a 57.4% premium to the Company's unaffected share price on September 30, 2010, before recent market rumors of a transaction, and a 23.5% premium to Gymboree's closing stock price on October 8, 2010, the last full trading day before today's announcement.

"We are pleased to announce this transaction as it delivers significant value to our shareholders," said Matthew McCauley, Chairman and Chief Executive Officer of Gymboree. "Bain Capital is a world-class asset management firm with substantial resources and investment experience in the retail industry, and we believe they will be a great partner as we go forward as a private company."

Under the terms of the agreement, it is anticipated that affiliates of Bain Capital will commence a tender offer for all of the outstanding shares of Gymboree shortly following the execution of the agreement.

If the tender offer is successfully completed, Gymboree expects the transaction to close by year end. Completion of the transaction is subject to, among other things, the satisfaction of the minimum tender condition of at least 66% of the Company's common shares, the receipt of the Federal Trade Commission's approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval. Bain Capital has committed financing from Credit Suisse and Morgan Stanley in an amount necessary to complete the transaction. Under certain circumstances, Bain Capital may delay the closing date in order to complete this financing.

Under the terms of the agreement, Gymboree may solicit acquisition proposals from third parties for a period of 40 calendar days continuing through November 20, 2010. It is not anticipated that any developments will be disclosed with regard to this process unless the Company's Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

Goldman, Sachs & Co. is acting as exclusive financial advisor to the Special Committee of the Board of Directors of Gymboree and Skadden, Arps, Slate, Meagher & Flom LLP is acting as its counsel. Both Goldman, Sachs & Co. and Peter J. Solomon Company provided fairness opinions to the Gymboree Special Committee and Board of Directors. Wilson Sonsini Goodrich & Rosati is acting as counsel to Gymboree. Ropes & Gray LLP is acting as Bain Capital's legal advisor.

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