Kohl’s: Takeover bids not up to snuff


Menomonee Falls, Wis. – Kohl’s board of directors is saying “thanks, but no thanks” to acquisition bids on offer for the company. It also put in place a one-year shareholder rights plan, often referred to as a poison pill, to avert hostile takeover bids.

The board this morning announced that a review conducted in concert with its independent financial advisors has determined that offered valuations of its business are too low in light of the company’s future growth and cash flow projections.

The board’s Finance Committee, which consists of independent directors, will lead an ongoing review of any additional expressions of interest. The committee is chaired by John Schlifske, who is also chairman and CEO of The Northwestern Mutual Life Insurance Company. Members include:

  • Thomas Kingsbury, former president & CEO of Burlington Stores
  • Adrianne Shapira, managing director of Eurazeo Brands
  • Peter Boneparth, former president & CEO of Jones Apparel Group and a former advisor on the retail industry to The Blackstone Group
  • Frank Sica, a partner at Tailwind Capital and Kohl’s chairman of the board

The company and the board have also engaged financial advisors, including Goldman Sachs and PJT Partners, and have asked Goldman Sachs to engage with interested parties, it said.

“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 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 new shareholder rights plan, which is meant to stave off hostile takeover actions, goes into effect immediately and is scheduled to expire on Feb. 2, 2023. The plan does not preclude the board from considering offers, the company noted.

Kohl’s plans to provide an update on its strategic initiatives during its Investor Day on March 7.



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