The operator of the popular Uniqlo casual clothing chain has submitted a "definitive proposal" to acquire Barneys New York from Jones Apparel Group for $900 million in cash, the company said Tuesday.

Fast Retailing Co. announced the offer July 5, which topped an earlier $825 million bid from the Dubai-based investment group Istithmar that Jones Apparel had agreed to in June.

Fast Retailing's board approved the definitive proposal at an extraordinary meeting Monday, the company said in a statement.

Jones Apparel's deal with Istithmar allowed it to consider competing superior bids received before July 22. The company must pay a breakup fee of $22.7 million if the deal is ultimately called off.

Fast Retailing said it "is committed to supporting Barneys' continued growth and unique position as one of the leading luxury department store brands in the world."

The offer is conditional on execution of a "mutually acceptable purchase agreement," it said, adding the deal "is not subject to financing and can be consummated on an expedited basis."

Fast Retailing has expanded its Uniqlo operation aggressively overseas in such markets as Britain and continental Asia, and has ambitions to challenge U.S.-based Gap Inc. It opened its global flagship store in New York's Soho district last September.

Fast Retailing first told Jones it was interested in acquiring Barneys last fall, the company said. Acquiring Barneys would add to its geographic and market diversification, Fast Retailing said.