Kohl’s Corp. KSS 1.88% rejected a $9 billion takeover offer by an activist group for being too low, but said it would review other expressions of interest in the department-store chain.
The company also adopted a shareholder-rights plan, also known as a poison pill, that makes it difficult for an activist group to acquire more than 10% of the company. Kohl’s said the plan, which will be in effect for a year, will allow the board to conduct an orderly review of potential offers.
“We have a high degree of confidence in Kohl’s transformational strategy, and we expect that its continued execution will result in significant value creation,” said Kohl’s Chairman Frank Sica.
Jonathan Duskin, the manager partner of Macellum Advisors GP LLC, which owns nearly 5% of Kohl’s outstanding shares and has urged the company to consider a sale, said he was disappointed by the company’s “hasty rejection.” He questioned whether a group backed by activist hedge fund Starboard Value LP was given access to management, data rooms and other information that would have allowed it to sweeten its offer.
“This morning’s rejections—which come just two weeks after outreach from potential acquirers—only validates for us that a majority of the board is entrenched and lacks objectivity when it comes to evaluating value-maximizing sale opportunities relative to management’s historically ineffective stand-alone plans,” he said. Macellum plans to nominate directors in coming days who will be more open minded to value-enhancing opportunities, Mr. Duskin said.
Kohl’s received an offer from the Starboard group in January. The offer represented a 37% premium to Kohl’s share price at the time. Kohl’s shares were up 1.9% at $59.72 in early-afternoon trading Friday.
The private-equity firm Sycamore Partners also recently approached Kohl’s and said it could pay around $65 a share, though it hasn’t submitted a formal offer, according to people familiar with the matter. Oak Street Real Estate Capital LLC is a possible bidder for Kohl’s real estate, The Wall Street Journal has reported.
The Kohl’s board has formed a committee of independent directors to review its options and has hired Goldman Sachs GS 2.43% and PJT Partners as advisers.
Kohl’s has repeatedly been the target of activists in the past year, despite efforts by the company’s chief executive to boost performance. CEO Michelle Gass has forged partnerships with Amazon.com Inc. AMZN 13.54% and Sephora, brought in new brands and beefed up its loyalty program.
She also overhauled the merchandise, dropping poorly performing brands such as Dana Buchman, and bringing in new ones, including Tommy Hilfiger, Eddie Bauer and Cole Haan. She expanded the selection of activewear from brands such as Nike Inc., NKE 0.06% Adidas AG and Under Armour Inc. UA 1.67%
Yet, the retailer’s stock price had languished before the recent takeover interest.
Write to Suzanne Kapner at [email protected]
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Appeared in the February 5, 2022, print edition as ‘Kohl’s Rejects $9 Billion Activist Bid.’
