Kohl’s said recent takeover offers undervalue its business in light of future growth and cash flow generation, following a review by independent financial advisors. The retailer has also adopted a shareholder rights plan, otherwise known as a “poison pill,” to avert a hostile takeover. The plan is effective immediately and expires in February 2023.
Kohl’s said it would provide more updates on its plan during an investor day set for March 7.
“The valuations indicated in the current expressions of interest, which it has received, do not adequately reflect the company’s value in light of its future growth and cash flow generation,” Kohl’s said in a statement.
Kohl’s said its Board is committed to maximizing its long-term value and will review and pursue opportunities that it believes would credibly lead to a value consistent with its performance and future opportunities.
The Board has designated its Finance Committee to lead the ongoing review of any expressions of interest. The Committee, which was formed pursuant to the 2021 settlement agreement with Macellum Advisors GP, LLC and other shareholders, comprises independent directors. The company and its Board have also engaged financial advisors, including Goldman Sachs and PJT Partners, and have asked Goldman Sachs to engage with interested parties.
“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. “The Board is committed to acting in the best interest of shareholders and will continue to closely evaluate any opportunities to create value.”
The Board continues to pursue all reasonable opportunities to drive value, consistent with its fiduciary obligations. The company said it looks forward to updating shareholders on its ongoing strategic initiatives and capital allocation plans at Kohl’s Investor Day on March 7, 2022.
Last month, Acacia Research, backed by activist investment firm Starboard Value, offered to pay $64 a share for Kohl’s, valuing it at about $9 billion. According to reports, private equity firm Sycamore Partners was also planning an offer of $65 a share.
On Friday, shares of Kohl’s closed at $59.68, up $1.10 on the day.
Photo courtesy Kohl’s
