Retail

Kohl's says takeover offers undervalue its business, initiates 'poison pill'

Key Points
  • Kohl's said recent takeover offers undervalue its business in light of future growth and cash flow generation, following a review by independent financial advisors.
  • The department store also has adopted a shareholder rights plan, otherwise known as a "poison pill," in order to avert a hostile takeover. The plan is effective immediately and expires in February 2023.
  • Kohl's said it will provide more updates on its plans during an investor day set for March 7.

In this article

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Kohl's putting in a poison pill is unprecedented after only two weeks, says Macellum CEO

Kohl's said Friday it believes recent takeover offers undervalue its business in light of future growth and cash flow generation, following a review by independent financial advisors.

The department store also said it has adopted a shareholder rights plan, otherwise known as a "poison pill," in order to avert a hostile takeover. The plan is effective immediately and expires in February 2023.

Kohl's shares rose more than 2% in trading Friday. The stock has surged in recent weeks on the news of potential suitors, but remains below a 52-week high of $64.80 reached last May.

"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," Kohl's said in a statement.

Last month, Acacia Research, backed by activist investment firm Starboard Value, offered to pay $64 a share for Kohl's, valuing it at about $9 billion. Private equity firm Sycamore Partners was also planning an offer of $65 a share, people familiar with the offer told CNBC.

The Kohl's logo is displayed on the exterior of a Kohl's store on January 24, 2022 in San Rafael, California.
Justin Sullivan | Getty Images

Activist hedge fund Macellum Advisors has, meanwhile, been asking Kohl's to consider selling itself and wants at least one seat on the retailer's board. It plans to present a slate of nominees for the board "in the coming days."

"We are disappointed and shocked by Kohl's hasty rejection of confirmed indications of interest," said Jonathan Duskin, Macellum's managing partner, in a letter issued Friday after Kohl's decision was announced. "This morning's rejections — which come just two weeks after outreach from potential acquirers — only validates for us that a majority of the Board is entrenched and lacks objectivity when it comes to evaluating value-maximizing sale opportunities relative to management's historically ineffective standalone plans."

Kohl's reiterated Friday that its board is committed to maximizing shareholder value and will review and pursue opportunities that the company believes will "credibly lead to value consistent with its performance and future opportunities."

The department store has formed a finance committee, comprised exclusively of independent directors, to lead an ongoing review of any future expressions of interest in the company. It is also working with bankers at Goldman Sachs and PJT Partners on those efforts.

Kohl's said its shareholder rights plan is triggered if a person or group acquires a beneficial interest of 10% or more. If that occurs, existing investors will be able to buy new shares at a 50% discount. The trigger for passive institutional investors is 20%, the company said. It added, existing holdings are grandfathered in.

Cowen & Co. analyst Oliver Chen had previously said he did not expect the per-share offers of $64 and $65 would be enough when considering the underlying value of Kohl's real estate. Last month, Chen said he estimated Kohl's stores could be sold for anywhere from $10 million to $14 million apiece, depending on location and traffic. However, Kohl's has been resistant to doing any additional sale-leaseback transactions.

At that time, Chen said there was a 30% to 40% chance that a deal would be done for $75 a share, or higher. However, he also said there was a 40% chance there's no transaction.

Kohl's said it plans to provide more updates on its strategy during an investor day set for March 7.

Kohl's shares have risen nearly 19% this year, as of Thursday's market close. That brings its market cap to $8.2 billion.

Read the full press release from Kohl's here.

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We think Kohl's is worth $75 a share or more, says Cowen's Oliver Chen