Nordstrom Adopts Poison Pill

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Is Nordstrom a takeover target?

Nordstrom Inc. has adopted a limited duration shareholder rights plan, otherwise known as a “poison pill,” which typically make it costlier to take over a company.

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Nordstrom’s board of directors disclosed the plan on Tuesday, and said it’s “similar to plans adopted by other public companies and is intended to protect the interests of the company and Nordstrom shareholders by reducing the likelihood that any entity, person or group gains control of Nordstrom through open-market accumulation or other means without payment of an adequate control premium.”

Nordstrom added that the rights plan “also helps ensure that the board has sufficient time to make informed, deliberate decisions that are in the best interests of the company and all Nordstrom shareholders.

Recently, Liverpool, the big Mexican retailer, acquired 9.9 percent of Nordstrom’s shares. Only the Nordstrom family owns more shares, with roughly 30 percent of the company stock. Insiders, a group that would include the Nordstrom family, own about 40 percent of the stock.

However, Nordstrom said Tuesday that the plan “has not been adopted in response to any specific takeover bid or other proposal to acquire control of the company, and is not intended to deter offers that are fair and otherwise in the best interests of all Nordstrom shareholders.”

In 2018, the Nordstrom family offered to buy shares at $50 each but the board rejected the offer. The stock is currently trading between $19 and $20 a share.

Here’s how the plan works: Nordstrom will issue, by means of a dividend, one common stock right for each outstanding share of Nordstrom common stock to shareholders of record on the close of business on Sept. 30. Initially, these rights will not be exercisable and will trade with, and be represented by, the shares of Nordstrom common stock.

The rights plan is effective immediately and has a one-year duration, expiring Sept. 19, 2023.

The rights generally become exercisable only if a person or group acquires beneficial ownership of 10 percent or more of the outstanding shares of Nordstrom common stock in a transaction not approved by the Nordstrom board. In that situation, 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 exercise price, additional shares of Nordstrom common stock at a 50 percent discount to the then-current market price.

In addition, if Nordstrom is acquired in a merger or other business combination after an unapproved party acquires more than 10 percent of the outstanding shares of Nordstrom common stock, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock at a 50 percent discount. The board could exchange rights (other than rights owned by the acquiring person that have become void) at a ratio of one share of Nordstrom common stock per outstanding right, subject to adjustment. Except as provided in the rights plan, the board is entitled to redeem the rights at $0.001 per right.

If a person or group — including the members of the Nordstrom family, who will be deemed to be a group purely for purposes of the rights plan — beneficially owns 10 percent or more of the outstanding shares of Nordstrom common stock prior to Nordstrom’s announcement of its adoption of the rights plan, then that person’s or group’s existing ownership percentage will be grandfathered, although, with certain exceptions, the rights will become exercisable if at any time after the announcement of the adoption of the rights plan such person or group increases its ownership of Nordstrom common stock by more than 0.1 percent of outstanding common stock.

Morgan Stanley is serving as financial adviser to Nordstrom, and Sidley Austin LLP is serving as the company’s legal adviser.

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