(Reuters) – A monthslong bidding race for Kohl’s Corp ended on Friday after the department store chain said it was scrapping plans to sell itself to Vitamin Shoppe owner Franchise Group due to the downturn in market conditions.
Here are the major events leading up to the deal:
DATE EVENT
March, 2021 Activist investor Macellum seeks to
replace nine of Kohl’s directors in a
campaign conducted with hedge funds
Ancora Holdings Inc and Legion Partners
Asset Management LLC.
April 14, 2021 Kohl’s settles with the activist group,
agrees to add three new directors to
its board.
Dec. 6, 2021 Hedge fund Engine Capital LP pushes
Kohl’s to consider selling itself or
separating its e-commerce division to
improve its lagging stock price.
Jan. 18 Macellum urges Kohl’s to explore
strategic alternatives including a
sale, adding it plans to nominate a
slate of directors to the board.
Jan. 18 Acacia Research, backed by activist
investor Starboard Value, contacts
Kohl’s to explore bid, offering to pay
$64 per share.
Jan. 23 Private equity firm Sycamore Partners
prepares to make a bid, saying it is
willing to pay at least $65 per share
for the retailer.
Jan. 25 Macellum presses Kohl’s for at least
one board seat and a public statement
that it is reviewing strategic
alternatives.
Feb. 4 Kohl’s adopts a shareholder rights
plan, rejects the buyout offers as
undervalued.
Feb. 10 Macellum nominates 10 directors to
Kohl’s 14-member board, arguing it has
not done enough to improve its business
and that it should sell itself.
March 7 Kohl’s says it had engaged with over 20
parties regarding strategic
alternatives and signed confidentiality
agreements with some.
March 16 Canadian department store chain
Hudson’s Bay Co bids for Kohl’s.
March 21 Kohl’s says reviewing multiple
preliminary offers from buyers.
April 12 Franchise Group enters the race with a
$9 billion indicative offer, saying it
would be willing to pay $69 per share.
April 25 J.C. Penney owners Simon Property Group
Inc and Brookfield Asset Management Inc
offer $68 a share for Kohl’s, the New
York Post reports, citing sources close
to the talks. (https://bit.ly/3ODr5qo)
May 11 Kohl’s wins proxy battle against
Macellum, with investors rejecting the
hedge fund’s efforts to replace 10
board directors.
May 19 Kohl’s cuts full-year earnings forecast
and warns of weaker demand, saying the
impact of high inflation on consumers’
spending habits is not expected to
abate any time soon.
May 25 Reuters reports bidders were preparing
to revise their offers down from the
indicative bids submitted earlier,
reflecting the market downturn and the
company’s struggling business.
June 6 Franchise enters into a three-week-long
exclusive discussion window with Kohl’s
over a potential sale of the retailer
at $60 per share.
June 21 Kohl’s and Franchise in talks to retain
the department store chain’s top
management team, including CEO Michelle
Gass, three sources say.
June 22 Franchise mulls lowering its offer
price for Kohl’s to closer to $50 per
share from about $60 earlier, CNBC
reports, citing a source familiar with
the deal talks.
July 1 Kohl’s calls off talks to sell itself
to Franchise Group, blaming a downturn
in market conditions.
(Reporting by Deborah Sophia in Bengaluru; Editing by Sriraj Kalluvila)
