Talbots Shareholder Drops Injunction against Merger
Posted March 10, 2010 5:11PM PST

John Campbell, a shareholder of The Talbots Inc., agreed to withdraw his motion for a preliminary injunction against the retailer's merger with SPAC BPW Acquisition Corp. in exchange for certain corporate governance commitments from Talbots.

Campbell sued Talbots, BPW and SPAC sponsor and M&A adviser Perella Weinberg Partners in Delaware Chancery Court, saying that the deal is unfair to Talbots' minority shareholders.

Talbots is buying stock held by its majority shareholder Aeon Co. as part of the merger. The lawsuit claims that the deal undervalued Talbots' shares in order to lower the tax bill that Aeon would pay on the sale of its holdings.

The lawsuit has not yet been officially dismissed or withdrawn.

BPW shareholders approved the merger last month, but the deal's completion is still subject to Talbots raising additional debt financing and the success of a tender offer for BPW's warrants.
Filing: 8-K


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