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Ascena, which like Ann targets women in the 20 to 40 age group, said it would pay $37.34 in cash and 0.68 of its share for each Ann share.
That works out to $47 per share, representing a 21.4 percent premium to Ann's closing price of $38.71 on Friday.
Ann's shares rose to $46.25 in premarket trading on Monday, while Ascena's shares were up nearly 7 percent at $15.20.
The transaction gives Ann an enterprise value of about $2 billion, Ascena said.
Ascena said it expects the deal to be "significantly accretive" to earnings in the first year after the deal closes and to boost profit by more than 20 percent after that.
"With the addition of the Ann Taylor and LOFT brands, Ascena will become one of North America's largest and most diversified specialty apparel retailers," Ascena Chief Executive David Jaffe said in a statement.
Ascena said it expects the deal to close in the second half of 2015.