US' Nordstrom Family & Liverpool announce $6.25 billion buyout deal

Under the terms of the agreement, Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold. The merger consideration represents a premium of approximately 42% to the Company's unaffected closing common stock price on March 18, 2024, the last trading day prior to media speculation regarding a potential transaction. In addition, the Board intends to authorize a special dividend of up to $0.25 per share (based on Nordstrom's cash on hand) immediately prior to and contingent on the close of the transaction. Upon completion of the transaction, Nordstrom will become a private company. 

The Nordstrom Board of Directors, with Erik and Pete Nordstrom recusing themselves, has unanimously approved the proposed transaction upon the unanimous recommendation of a special committee of independent and disinterested directors that led the review and negotiation of this transaction. The special committee, composed of Kirsten Green, Amie Thuener O'Toole and Eric Sprunk, was formed in February 2024 in response to interest expressed by Erik and Pete Nordstrom in exploring a possible transaction during the Board's most recent evaluation of possible avenues to enhance shareholder value. 

"The special committee of the Nordstrom Board of Directors reviewed this proposal against the Company's standalone prospects for growth," said Eric Sprunk, chairman of the special committee. "Following a rigorous and independent evaluation and consultation with outside financial and legal advisors, the special committee unanimously concluded that this transaction offers greater value for all public shareholders at a significant premium to the unaffected share price."  

"The Nordstrom Board regularly considers alternatives to enhance value, culminating in this most recent process," added Brad Tilden, chairman of the Nordstrom Board. "I want to thank the special committee for their diligent and thorough work evaluating and negotiating this transaction over the past several months." 

"For over a century, Nordstrom has operated with a foundational principle of helping customers feel good and look their best," said Erik Nordstrom, chief executive officer of Nordstrom. "Today marks an exciting new chapter for the business. On behalf of my family, we look forward to working with our teams to ensure Nordstrom thrives long into the future." 

"We're grateful to the employees, customers and shareholders who have shaped Nordstrom into the company it is today," said Pete Nordstrom, chief brand officer of Nordstrom. "Since our founding in 1901, we have been committed to providing our customers with the best possible service – and to improving it every day. We look forward to building on that commitment in this next phase of the Company's evolution."

"Nordstrom is one of the worldwide leaders in department store retailing, and we're thrilled to be investing in a company that has meaningfully shaped the industry for nearly 125 years," said Graciano F. Guichard G., executive chairman of the Board of Directors of Liverpool. "We are honored to partner with the Nordstrom Family and the Company's talented team as they continue to deliver outstanding service to customers."

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ALCHEMPro News Desk (RM)