J. Jill Approves Talbots Takeover

QUINCY, MA-Shareholders of women’s fashion retailer J. Jill Group Inc. have approved the merger that will allow Talbots to purchase the company for $517 million, or $24.05 per share. The results of the vote were reported during a special stockholder meeting held today.

Arnold B. Zetcher, Talbots chairman, president and CEO, said in February that the brands would maintain distinct identities in the event of a merger. “Our current plan is to continue to operate separately areas such as merchandising, stores, catalog, web, marketing, visual and store design,” Zetcher said during the initial announcement. “At the same time, we believe we will benefit individually and collectively from the combined talent and expertise of our dedicated associates in both organizations.”

Under the agreement, Talbots will finance the transaction with amounts drawn under a new $400-million credit facility, as well as cash on hand. Talbots ended fiscal 2005 with 1,083 stores and revenues of approximately $1.8 billion, while J. Jill finished the year with 200 stores and approximately $450 million in revenues. Company execs expect the combined company, which will continue to target women 35 and older, to generate annual revenues of approximately $2.3 billion from 1,283 stores located in 47 states, the District of Columbia, Canada and the UK.

Merrill Lynch & Co. acted as exclusive financial advisor to Talbots, and Peter J. Solomon Co. acted as exclusive financial advisor to J. Jill. Dewey Ballantine LLP and Pitney Hardin LLP acted as legal advisors to Talbots, and Kirkland & Ellis LLP and Foley Hoag LLP acted as legal advisors to J. Jill.