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Here’s a timeline of the major events leading up to the company announcing it had abandoned talks to sell itself to Vitamin Shoppe owner Franchise Group (NASDAQ:FRG) on Friday:
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, 2022 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. 8 Goldman Sachs (NYSE:GS), on behalf of Kohl’s,
begins talks with other potential
bidders while continuing to engage with
parties who showed initial interest
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.
Goldman Sachs sends a process letter
March 8 describing the timeline and procedures
for submitting a binding proposal due
by March 16
Three parties, including Canadian
March 16 department store chain Hudson (NYSE:HUD)’s Bay Co,
express interest in buying Kohl’s with
indicated values of between $64 and $70
per share
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 (NYSE:SPG)
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://
April 29 Kohl’s says Goldman Sachs had engaged
with over 25 interested parties
May 11 Kohl’s wins proxy battle against
Macellum, with investors rejecting the
hedge fund’s efforts to replace 10
board directors.
Several large retailers, including
Week of May 16 Walmart (NYSE:WMT), Target (NYSE:TGT) and Kohl’s warned of
profits being hurt by surging
inflation, raising concerns about
retail industry trends and leading to
significant declines in retailer stock
prices.
Reuters reports bidders were preparing
to revise their offers down from the
May 25 indicative bids submitted earlier,
reflecting the market downturn and the
company’s struggling business.
One party withdraws from bidding
process, citing challenging financing
markets.
Franchise enters into a three-week-long
June 6 exclusive discussion window with Kohl’s
over a potential sale of the retailer
at $60 per share.
Kohl’s and Franchise in talks to retain
June 21 the department store chain’s top
management team, including CEO Michelle
Gass, Reuters reports.
Franchise Group provides a revised
June 27 proposal to acquire the company at $53
per share.
Kohl’s board, citing current financing
June 30 and retail environment, unanimously
determines to shelve sale process.
Kohl’s announces it has abandoned talks
to sell itself to Franchise Group,
July 1 blaming a downturn in market
conditions.
Sources: Company press releases and regulatory filings, Reuters’ sources
