BJ's Wholesale Club Announces Definitive Agreement to Be Acquired by Leonard Green & Partners and CVC for $51.25 Per Share in Cash

BJ's Wholesale Club BJ today announced that it has entered into a definitive agreement to be acquired by affiliates of Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners in an all-cash transaction valued at approximately $2.8 billion. Under the terms of the agreement, BJ's shareholders will receive $51.25 per share in cash for each share of BJ's common stock they hold, representing an approximately 38% premium to the closing price of BJ's shares on June 30, 2010, the day before LGP announced its 9.5% ownership stake in the Company, and an approximately 7% premium to the closing price of BJ's shares on June 28, 2011. BJ's Board of Directors, upon the recommendation of its committee of independent directors and following a process that began in February 2011, in which it explored and evaluated strategic alternatives, has unanimously approved the merger agreement and recommends that all BJ's shareholders vote in favor of the transaction. Thomas Shields, Lead Director and Chairman of the independent committee, said, “We are very pleased to announce a transaction that provides our shareholders with excellent value and the certainty of a significant cash premium for their shares. Today's announcement is the result of a comprehensive process in which an independent committee of our Board, with the assistance of its outside financial advisor, thoroughly explored and carefully considered alternatives to enhance value for our shareholders. In connection with this process, CVC and LGP made a definitive offer to acquire BJ's, and this offer was fully negotiated by the Company. BJ's Board of Directors believes that this transaction maximizes value and is in the best interests of our shareholders, employees and members.”