3F.On November 23, 2010, J.Crew and the Buyout Group entered into an agreementand plan of merger (the “Merger Agreement”) whereby the Buyout Group would acquire J.Crewfor $43.50 per share in cash (the “Merger”).G.Between November 24, 2010, and December 8, 2010, the following actions werecommenced before the Court on behalf of shareholders of J.Crew, challenging the Merger as a product of breaches of fiduciary duties by the J.Crew Board (the “Actions”):i.
New Orleans Employees’ Retirement System v. J.Crew Group, Inc.,et al.
, C.A. No. 6016-VCS;ii.
Local 542 International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware v. J.Crew Group, Inc.,et al.
, C.A. No. 6035-VCS;iii.
City of Orlando Police Pension Fund v. J.Crew Group, Inc., et al.
,C.A. No. 6038-VCS;iv.
Southeastern Pennsylvania Transportation Authority, v. Mary Ann Casati, et al.
, C.A. No. 6043-VCS;v.
Martin Vogel v. J.Crew Group, Inc., et al.,
C.A. No. 6045-VCS;vi.
City Of Orlando Firefighters Pension Fund v. Millard S. Drexler, et al.,
C.A. No. 6052-VCS; andvii.
Westco Fruit & Nuts Inc. v. J.Crew Group Inc., et al.,
C.A. No. 6057-VCS.H.On December 6, 2010, J.Crew filed a Schedule 14A Preliminary Proxy Statementand Schedule 13E-3 (together, the “Preliminary Proxy Statement”) with the United StatesSecurities and Exchange Commission (the “SEC”) regarding the Merger.I.On December 10, 2010, Lead Plaintiffs filed a Stipulation and [Proposed] Order for Consolidation and Appointment of Co-Lead Plaintiffs, Co-Lead Counsel and Plaintiffs’ ExecutiveCommittee, which sought the consolidation of the Actions into the above-captioned action styled
In re J.Crew Group, Inc. Shareholders Litigation
, C.A. No. 6043-VCS (the “Action”), theappointment of Lead Plaintiffs as Co-Lead Plaintiffs, the appointment of Bernstein Litowitz Berger