Kohl’s Board of Directors Provides Update on Review of Unsolicited Expressions of Interest

Kohl’s Corporation (NYSE:KSS) (“Kohl’s” or the “Company”) today issued the following statement:

The Kohl’s Board of Directors (the Board) has determined, following a review with its independent financial advisors and upon the recommendation of its Finance Committee, that the valuations indicated in the current expressions of interest which it has received do not adequately reflect the Company’s value in light of its future growth and cash flow generation. The Board is committed to maximizing the long-term value of the Company and will review and pursue opportunities that it believes would credibly lead to value consistent with its performance and future opportunities.

The Board has designated its Finance Committee to lead the ongoing review of any expressions of interest. The Finance Committee, which was formed pursuant to the 2021 settlement agreement with Macellum Advisors GP, LLC and other shareholders, is comprised exclusively of independent directors. 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.

“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 Kohl’s Chairman Frank 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 Board will continue to pursue all reasonable opportunities to drive value, consistent with its fiduciary obligations. The Company looks forward to updating shareholders on its ongoing strategic initiatives and capital allocation plans at Kohl’s Investor Day on March 7, 2022.

Kohl’s also announced today that it has adopted a limited-duration shareholder rights plan, which is effective immediately and which is scheduled to expire on February 2, 2023.

The rights plan has been adopted in order to ensure that the Board of Directors can conduct an orderly review of expressions of interest, including potential further engagement with interested parties. The rights plan does not preclude the Board from considering an offer that recognizes the value of the Company.

The dividend distribution of one right for each outstanding share of the Company’s common stock is payable to shareholders of record on February 14, 2022. The rights will be exercisable only if, following the time of this announcement, a person or group (each, an “acquiring person”) acquires beneficial ownership (including certain synthetic equity positions created by derivative securities) of 10% (or 20% in the case of passive institutional investors) or more of the Company’s outstanding common stock. In that case, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of the Company’s common stock at a 50% discount. Any shareholders with ownership of the Company’s outstanding common stock above the applicable threshold as of the time of this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the rights plan. The rights plan provides several important shareholder-friendly features, including an ability for shareholders to call a special meeting for purposes of exempting a “qualifying offer.”

A copy of the rights plan and a summary of its terms will be filed on a Form 8-K with the Securities and Exchange Commission.
https://investors.kohls.com/news-releases/news-details/2022/Kohls-Board-of-Directors-Provides-Update-on-Review-of-Unsolicited-Expressions-of-Interest/default.aspx

Related Posts

Association of American Publishers Statement on Important Valancourt Books Decision

The United States Court of Appeals for the District of Columbia ruled today in favor of Valancourt Books, a small Virginia publisher and AAP member company, in an important copyright case that rejects the Government’s argument that depositing books with the Library of Congress without compensation and under threat of substantial penalties is a condition of copyright protection. In reversing the lower court, the Appeals Court also rejected the Government’s position that abandoning one’s copyrights within the current legal framework is a viable alternative to avoiding the deposit requirement. The opinion found “mandatory deposit” (section 407 of the Copyright Act) unconstitutional as applied to physical books. In the case, the Library made repeated demands for copies of Valancourt titles under the pain of fines despite Valancourt’s objections that they would be costly to provide. The Court did not address the publisher’s First Amendment claim because it was unnecessary to do so. AAP’s amicus curiae brief in support of Valancourt was cited in the opinion.

Pending Meredith Acquisitions By Gray And IAC’s Dotdash Receive Regulatory Approvals

Meredith Corporation announced that its pending acquisitions by Gray Television Inc. and IAC's Dotdash Media Inc. received key regulatory approvals. First, the Federal Communications Commission has approved Gray's acquisition of Meredith Corp., and Meredith will now seek the transaction's approval at a November 30, 2021, special shareholder meeting. Immediately prior to the Gray acquisition, Meredith will spin its digital, magazine, MNI, PEOPLE TV, and corporate operations out to shareholders as a new company, Meredith Holdings Corp., that Dotdash has agreed to acquire. Additionally, Meredith announced the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 for Meredith Holdings' acquisition by Dotdash expired on November 12, 2021.

Adobe Reports Record Revenue

• Adobe achieved record quarterly revenue of $1.84 billion in its third quarter of fiscal year 2017, which represents 26 percent year-over-year revenue growth. • Diluted earnings per share was $0.84 on a GAAP-basis, and $1.10 on a non-GAAP basis. • Digital Media segment revenue was $1.27 billion, with Creative revenue growing to $1.06 billion. • Digital Media Annualized Recurring Revenue (“ARR”) grew to $4.87 billion exiting the quarter, a quarter-over-quarter increase of $308 million. • Adobe Experience Cloud achieved revenue of $508 million, which represents 26 percent year-over-year growth. • Operating income grew 48 percent and net income grew 55 percent year-over-year on a GAAP-basis; operating income grew 43 percent and net income grew 46 percent year-over-year on a non-GAAP basis. • Cash flow from operations was $704 million, and deferred revenue grew to approximately $2.20 billion. • The company repurchased approximately 2.1 million shares during the quarter, returning $298 million of cash to stockholders. Click Read More below for additional detail.
Back To Top
×Close search
Search