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8-K - FORM 8-K - GYMBOREE CORPd8k.htm
EX-99.1 - PRESS RELEASE - GYMBOREE CORPdex991.htm
EX-99.2 - LETTER TO EMPLOYEES, DATED OCTOBER 11, 2010 - GYMBOREE CORPdex992.htm

Exhibit 99.3

Dear Gymboree Play & Music Franchisees,

Today, October 11, The Gymboree Corporation announced that the Company’s Board of Directors approved the sale of Gymboree to Bain Capital, subject to the satisfaction of certain customary closing conditions. The press release we issued is attached for your reference.

Under the proposed merger agreement, Bain Capital will purchase Gymboree, including the Gymboree retail brand, Janie & Jack, Crazy 8, Gymboree Outlet and the Gymboree Play & Music division. If the closing of the transaction proceeds according to plan, we expect the transaction to close by calendar year end.

Bain Capital is a world-class asset management firm with substantial resources and investment experience in the retail industry, and we believe they are well positioned to partner with Gymboree going forward as a private company. Bain Capital is also committed to advancing our brand and growing our global footprint to enable us to reach every mom in America and moms around the world. We believe this proposed transaction will be good for our franchisees, employees and customers.

The current franchise agreements, domestic and international, along with all related conditions and terms, will remain in effect until the close of the proposed transaction and will be assigned to the new entity as part of the acquisition.

Our vision is to reach every mom around the world. GPM is an important part of that strategy with more than 650 locations in 33 different countries. Since 1976, Gymboree Play & Music has been supporting new families with age appropriate activities and experiences that help strengthen not only family and community ties but provide the foundation for lifelong learning. We expect GPM to remain at the forefront of parent/child programming in the years ahead and are committed to supporting the position of global leaders.

We are pleased to announce this proposed transaction and believe it is in the best interest of our company, franchisees, team members, customers and shareholders. We will continue to communicate with you during this process to provide updates on timing and relevant developments. In the meantime, if you have any questions, please contact Jill Johnston.

With best wishes for continued success as we look forward to our 35th year,

 

Sincerely,

/s/ Matt McCauley

Matt McCauley
Chairman and CEO


Notice to Investors

The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock will be made pursuant to an offer to purchase and related materials that affiliates of Bain Capital Partners, LLC intends to file with the Securities and Exchange Commission. At the time the offer is commenced affiliates of Bain Capital Partners, LLC will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by an affiliate of Bain Capital Partners, LLC when available. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com.

Additional Information about the Merger and Where to Find It

In connection with the potential merger, the Company would file a proxy statement with the Securities and Exchange Commission. Additionally, the Company would file other relevant materials with the Securities and Exchange Commission in connection with the proposed acquisition of the Company by affiliates of Bain Capital Partners, LLC pursuant to the terms of an Agreement and Plan of Merger by and among the Company and affiliates of Bain Capital Partners, LLC. The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission’s web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

The Company and its respective directors, executive officers and other members of their management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger.


Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2010 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2010 annual meeting of stockholders.

Forward Looking Statements

This document contains forward-looking statements relating to the potential acquisition of The Gymboree Corporation by affiliates of Bain Capital Partners, LLC, including the expected date of closing of the acquisition and the potential benefits of the merger. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The actual results of the acquisition could vary materially as a result of a number of factors, including: uncertainties as to how many of The Gymboree Corporation’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. Other factors that may cause actual results to differ materially include those set forth in the reports that we file from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended January 30, 2010 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect The Gymboree Corporation’s expectations as of the date of this document. The Gymboree Corporation undertakes no obligation to update the information provided herein.