Nordstrom shareholders approve merger proposal
Credits: Nordstrom Inc. Shareholders of Nordstrom have approved of the US department store’s proposal to go private. The shift will come as part of a merger agreement between Navy Acquisition Co. and Delaware-based Norse Holdings, under which Nordstrom will operate as a wholly owned subsidiary. The matter was voted on during a Special Meeting of shareholders, for which preliminary estimated results were provided by the company’s proxy solicitor, Innisfree M&A Incorporated. With shareholder backing, Nordstrom stated that it expects the merger to be consummated on or around May 20, subject to satisfaction or waiver of the remaining conditions. The Nordstrom family, which previously owned a 30 percent stake in the retailer, made their intentions to secure full ownership clear last year, after Pete and Erik Nordstrom, alongside other members of the family, expressed interest in bidding on the firm. The family thus came together with Mexican real estate company El Puerto de Liverpool in an effort to secure the remaining shares of Nordstrom at a value of around 6.25 billion dollars. With this, the Nordstrom family would return as majority shareholders, holding a 50.1 percent stake. Norse Holdings would become the parent company. Lawsuits claim “unfair” practices in merger pursuit While market analysts had predicted that shareholders would back the proposal, Nordstrom has been met with some backlash in the form of a class-action lawsuit filed on behalf of shareholders that alleges the Nordstrom family had unjustly influenced the sales process. In the filing, made in King Count Superior Court, it is alleged that Erik and Peter Nordstrom, who serve as CEO and chief brand officer, respectively, had gained insight into the company’s value, marketability and potential suitors upon conducting sales negotiations in 2023. It is then claimed that the two told the board they would not sell any shares to individuals outside the family, leaving third party shareholders unprotected. This followed another purported class action complaint by a Nordstrom shareholder in March, which claims that the merger violates the Washington Moratorium Stature because it is not conditioned on the approval of holders of two-thirds of Nordstrom’s outstanding shares. This claim also stated that the parties pushing for the merger showed evidence of “unfair” practices. Responding to the lawsuits, Nordstrom said in a regulatory filing that it would “vigorously defend against” the two complaints.
Shareholders of Nordstrom have approved of the US department store’s proposal to go private. The shift will come as part of a merger agreement between Navy Acquisition Co. and Delaware-based Norse Holdings, under which Nordstrom will operate as a wholly owned subsidiary.
The matter was voted on during a Special Meeting of shareholders, for which preliminary estimated results were provided by the company’s proxy solicitor, Innisfree M&A Incorporated.
With shareholder backing, Nordstrom stated that it expects the merger to be consummated on or around May 20, subject to satisfaction or waiver of the remaining conditions.
The Nordstrom family, which previously owned a 30 percent stake in the retailer, made their intentions to secure full ownership clear last year, after Pete and Erik Nordstrom, alongside other members of the family, expressed interest in bidding on the firm.
The family thus came together with Mexican real estate company El Puerto de Liverpool in an effort to secure the remaining shares of Nordstrom at a value of around 6.25 billion dollars.
With this, the Nordstrom family would return as majority shareholders, holding a 50.1 percent stake. Norse Holdings would become the parent company.
Lawsuits claim “unfair” practices in merger pursuit
While market analysts had predicted that shareholders would back the proposal, Nordstrom has been met with some backlash in the form of a class-action lawsuit filed on behalf of shareholders that alleges the Nordstrom family had unjustly influenced the sales process.
In the filing, made in King Count Superior Court, it is alleged that Erik and Peter Nordstrom, who serve as CEO and chief brand officer, respectively, had gained insight into the company’s value, marketability and potential suitors upon conducting sales negotiations in 2023.
It is then claimed that the two told the board they would not sell any shares to individuals outside the family, leaving third party shareholders unprotected.
This followed another purported class action complaint by a Nordstrom shareholder in March, which claims that the merger violates the Washington Moratorium Stature because it is not conditioned on the approval of holders of two-thirds of Nordstrom’s outstanding shares. This claim also stated that the parties pushing for the merger showed evidence of “unfair” practices.
Responding to the lawsuits, Nordstrom said in a regulatory filing that it would “vigorously defend against” the two complaints.
