GYMB Gymboree Corp (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

THE GYMBOREE CORPORATION

(Names of Subject Company)

GIRAFFE ACQUISITION CORPORATION

(Name of Filing Persons (Offeror))

a wholly owned direct subsidiary of

GIRAFFE HOLDING, INC.

(Name of Filing Persons (Parent of Offeror and Co-Offeror))

BAIN CAPITAL FUND X, L.P.

(Names of Filing Persons (Other Person and Co-Offeror))

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

403777105

(CUSIP Number of Class of Securities)

Giraffe Holding, Inc.

Giraffe Acquisition Corporation

c/o Bain Capital Partners, LLC

111 Huntington Avenue

Boston, MA 02199

Attention: Jordan Hitch

(617) 516-2000

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

R. Newcomb Stillwell, Esq.

Jonathan Grandon, Esq.

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Phone: (617) 951-7000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 25, 2010 (which, together with this Amendment, Amendment No. 1, filed November 8, 2010, Amendment No. 2, filed November 12, 2010 and any subsequent amendments and supplements thereto, collectively constitute this “Schedule TO”). This Schedule TO relates to the tender offer by Giraffe Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Giraffe Holding, Inc., a Delaware corporation (“Parent”), which is controlled by Bain Capital Fund X, L.P., a Cayman Islands exempted limited partnership (“Bain Capital”), together with Parent and Bain Capital, each as co-bidders hereunder, for all of the outstanding shares of common stock, per value $0.001 per share (“Shares”), of The Gymboree Corporation, a Delaware corporation (“Gymboree”), at a price of $65.40 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated October 25, 2010, attached hereto as Exhibit (a)(1)(A) (which, together with the Supplement No. 1 to the Offer to Purchase, dated November 8, 2010, attached hereto as Exhibit (a)(1)(H) and any subsequent amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.” Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Offer to Purchase.

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Items 1, 4 and 11.             Summary Term Sheet; Terms of the Transaction; and Additional Information

Items 1, 4 and 11 of this Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired at 11:59 P.M., New York City time, on November 22, 2010. The Depositary has advised us that 21,566,182 Shares were validly tendered and not validly withdrawn. Purchaser has accepted for payment and paid for all Shares that were validly tendered and not validly withdrawn. Purchaser also exercised its Top-Up Option, pursuant to which Gymboree issued Shares to Purchaser, at a price per Share equal to the Offer Price, in an amount sufficient to ensure that Purchaser and Parent could effect a “short form” merger under applicable Delaware Law.

As a result of the purchase of Shares in the Offer and the issuance of Shares pursuant to the Top-Up Option, Purchaser and Parent had sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Gymboree. Accordingly, Purchaser and Parent have effected a “short form” merger in which Purchaser merged with and into Gymboree, with Gymboree surviving the Merger and continuing as an indirect wholly owned subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger and not previously purchased in the Offer, other than Shares held by Gymboree as treasury stock, held by a wholly owned subsidiary of Gymboree or held by Parent or Purchaser immediately prior to the effective time of the Merger, was automatically converted, subject to appraisal rights under Delaware law, into the right to receive the Offer Price in cash, without interest and less any applicable withholding taxes. All Shares converted into the right to receive the Offer Price have been canceled and cease to exist. November 22, 2010 was the last day Shares traded through Nasdaq.

On November 23, 2010, Bain Capital and Gymboree issued a joint press release announcing the expiration and results of the Offer and the completion of the Merger. The full text of the press release is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by reference.”

Item 12.             Exhibits.

Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 23, 2010

EXHIBIT INDEX

Gymboree (NASDAQ:GYMB)
Historical Stock Chart
From Oct 2024 to Nov 2024

Gymboree (NASDAQ:GYMB)
Historical Stock Chart
From Nov 2023 to Nov 2024