Kohl’s adopts “poison pill”, says buyout offers are undervalued

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Kohl’s (NYSE:KSS) shares, which have soared more than 25% over the last two weeks on news of the offers, fell 2.2% in premarket trading. The company had a market capitalization of $8.15 billion as of Thursday’s close, according to Refinitiv data.

Last month, activist investor Starboard Value-backed Acacia Research Corp offered to buy the department store chain for $64 a share, valuing it at roughly $9 billion.

Around the same time, sources told Reuters that Sycamore Partners was also preparing an all-cash offer for Kohl’s at $65 per share.

Kohl’s on Thursday said the offers did not adequately reflect the company’s future growth and cash flow generation, without naming the suitors.

Sycamore declined to comment and Acacia did not respond to a request for comment.

Kohl’s said it has hired investment bank Goldman Sachs (NYSE:GS) to engage in talks with interested parties about a potential sale.

Activist investors such as Macellum Advisors and Engine Capital, unhappy with Kohl’s performance, have been pressuring the company to explore options, including a sale.

Kohl’s also said the shareholder rights plan, popularly known as a “poison pill”, expires in February 2023. The rights will be exercisable if a person or group, other than passive institutional investors, acquires a stake of 10% or more in Kohl’s.

Macellum currently owns roughly 5% of Kohl’s stock.