WESTBOROUGH, Mass. – BJ’s Wholesale Club Inc.’s directors won dismissal of investor claims that the board didn’t get enough for the third-largest U.S. warehouse-club chain in a $2.8 billion buyout by two private-equity firms, Bloomberg News reported.

Officials of Westborough, Mass.-based BJ’s acted properly in deciding to accept a $51.25-a-share buyout bid last year from Leonard Green & Partners LP and CVC Capital Partners instead of offers from two other unidentified bidders, Delaware Chancery Court Judge John Noble concluded.

“The board’s conduct, as alleged in the complaint, seems entirely reasonable,” Noble said in 41-page ruling throwing out investors’ claims that directors accepted too low a price for the company and negotiated the offer in bad faith.

Moody’s Investors Service downgraded BJ’s last year after finding executives adopted a “highly aggressive” financial strategy in the wake of the acquisition. The chain made two debt offerings totaling more than $1.6 billion to refinance loans tied to the buyout, which was completed in September 2011.

BJ’s is the No. 3 warehouse-club chain after Costco Wholesale Corp. and Wal-Mart Stores Inc.’s Sam’s Club. The New York Post reported last year that BJ’s executives turned down a $55-a-share buyout offer from Wal-Mart, citing antitrust concerns. •