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Alco acquisition spurs investigations

BY Dan Berthiaume

ABILENE, Texas —Law firms Brodsky & Smith LLC and Levi & Korsinsky are investigating potential claims against the board of directors of Alco Stores Inc., in relation to a merger agreement between Argonne Capital Group, LLC and Alco. Under the terms of the transaction, announced July 25, Alco shareholders will receive $14 in cash for each share of Alco stock they own.

The investigation concerns possible breaches of fiduciary duty and other violations of state law by the board of directors of Alco for not acting in the company’s shareholders’ best interests in connection with the sale process. A press release from Brodsky & Smith states that the sale price may undervalue Alco both according to its book price and future growth potential. Neither Alco nor Argonne has publicly responded to the investigation.

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Saks to be acquired by Hudson’s Bay Co.

BY CSA STAFF

NEW YORKHudson’s Bay Company has reached a deal to buy Saks Inc. The Canadian retail conglomerate, which operates Lord & Taylor in the United States and Hudson Bay in Canada, will purchase Saks and its 41 stores for a total of about $2.9 billion. Purchase price includes $16 per share of Saks as well as the assumption of Saks’ debt.

"This exciting portfolio of three iconic brands creates one of North America’s premier fashion retailers," stated Richard Baker, HBC’s chairman and CEO. "I’ve had a long connection with Saks throughout the years, and am thrilled to bring one of the world’s most recognized luxury retailers into the HBC family. This acquisition will increase our growth potential both in the U.S. and Canada, generate significant efficiencies of scale, add to our powerful real estate portfolio and deliver substantial value to our shareholders."

According to a joint press release, the acquisition will benefit HBC by introducing Saks as a full-line retail brand in Canada, which is currently the largest international market for saks.com. HBC will also continue expanding the Off 5th Saks outlet brand in the United States and expects to realize about $97 million in synergies in three years as a result of the acquisition.

Saks will operate separately under the HBC umbrella, including its own merchandising, marketing and store operations teams, and will remain headquartered in New York City. It is also expected that Saks will continue to be led by key members of its existing management team. HBC will leverage top talent across both organizations and optimize a multi-banner shared services organization to drive additional benefits and reduce expenses. HBC plans to bring Saks department stores and outlet stores into Canada by converting some of its own locations, according to Reuters.

"We believe this transaction delivers compelling value to our shareholders and that Saks Fifth Avenue is an excellent fit within the HBC organization,” said Steve Sadove, chairman and CEO of Saks. “We also believe that HBC recognizes the tremendous value of our people, our real estate, our customer and vendor relationships, and most importantly the power and potential of our iconic brand. The $16 per share price represents an approximate 30% premium to the May 20, 2013 closing price, the day before media speculation began. We have made significant progress over the past few years to position Saks for future growth and to evolve into an omni-channel retailer. We are excited about what this opportunity and being part of a much larger enterprise can mean for the future of the Saks Fifth Avenue brand."

There is a 40-day "go-shop" period when Saks can seek better bids, but the company said it did not expect to get any. The transaction has been approved by each company’s board of directors and is expected to close before the end of the calendar year, subject to approval by Saks shareholders, regulatory approvals and other customary closing conditions.

Previous reports indicated that Starwood Capital Group LLC, the investment firm headed by real estate developer Barry Sternlicht, had bid around $2.5 billion to purchase Saks and an unidentified third bidder, reportedly a sovereign wealth fund from the Middle Eastern nation of Qatar, was also said to be in the running to buy Saks.

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Office Depot board claims progress in OfficeMax merger

BY Dan Berthiaume

BOCA RATON, Fla. —In a letter to shareholders, the board of directors of Office Depot Inc. said it has made significant progress toward a successful closing of the planned merger with OfficeMax by the end of this year. The letter also urges shareholders to support the board’s 10 nominees for the company’s board of directors.

“Our merger agreement with OfficeMax, a deal that has been years in the making, is well underway and on track for a successful closing by the end of the year,” says the letter, signed by lead director W. Scott Hedrick and chairman/CEO Neil R. Austrian. “The merger was thoughtfully structured as a merger of equals that will result in an eleven member board made up of five directors from each company plus a CEO. At the recent special meeting, we received overwhelming support from our shareholders, including Starboard, with 98% voting for the transaction and the governance structure it envisions at the recent special meeting.”

Austrian went on to say the final step in the merger process will be FTC approval, which it expects to close the transaction by the end of this year.

The letter also states that significant progress has been made in integration planning and analysis of combined company cost structure.

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