Restoration Hardware Wants Standstill from Sears

Restoration Hardware, the boutique housewares chain that agreed to a management-led buyout, said Tuesday it would provide private financial data to new suitor Sears Holdingsif Sears agreed to refrain from a hostile takeover and other conditions.

On Monday, Sears said it would offer $6.75 a share, or about $269 million, for Restoration Hardware. Sears, however, said it wanted to see Restoration Hardware's confidential financial records before submitting a binding offer. Sears said Restoration Hardware denied that request.

Restoration Hardware , which sells sheets, furniture and gifts, Tuesday said Sears has not agreed on the terms of a confidentiality agreement. Sears sought to reserve the right to launch a tender offer if a friendly negotiation failed, Restoration Hardware said.

Typically, a so-called standstill pact allows bidders to review financial records only after agreeing to refrain from any hostile takeover tactics.

Sears could not be immediately reached for comment.

Sears, the retailer controlled by the hedge fund manager

Eddie Lampert, said last week it acquired a 13.7 percent stake in Restoration Hardware. Analysts viewed it as a move to help Sears fill gaps in its home goods merchandise once its partnership with Martha Stewart ends.

"While Sears has announced its willingness to sign a confidentiality agreement, there is no agreement on terms," Restoration Hardware said. "Instead of agreeing to the standstill agreement to which other interested parties have agreed, Sears has proposed to reserve the right to launch a tender offer outside the process."

Under Restoration Hardware's existing pact to be acquired in a management-led buyout along with private equity firm Catterton Partners, it can solicit superior offers through Dec. 13.

"Sears is an American icon. We are flattered that it is interested in learning more about our company," said Ray Hemmig, chairman of Restoration Hardware's independent committee, which is reviewing offers.

Restoration Hardware said the bidding process "is best served through all parties agreeing to the proposed standstill terms without preferential treatment of one party over another."