M&A: NORDSTROM INC

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111520

Comments: On December 22, 2024, Nordstrom, Inc. entered into a Merger Agreement with Norse Holdings, Inc. and Navy Acquisition Co. Inc. The agreement stipulates that Navy Acquisition will merge with Nordstrom, making it a wholly-owned subsidiary of Norse Holdings. The Company’s board approved the agreement, deeming it fair and in the best interest of shareholders. Each share of Nordstrom common stock will be converted into cash at $24.25. A special dividend of $0.25 per share may be declared contingent on certain conditions being met. Various equity awards will also be cancelled or converted into cash payments based on the merger terms. The closing of the merger is subject to obtaining Requisite Shareholder Approvals and satisfying other conditions. If successful, Nordstrom's stock will be delisted from the New York Stock Exchange.

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Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111521

Comments: On December 22, 2024, Nordstrom, Inc. entered into a Merger Agreement with Norse Holdings, Inc. and its wholly owned subsidiary, Navy Acquisition Co. Inc. According to the agreement, Navy Acquisition Co. will merge with Nordstrom, resulting in Nordstrom becoming a wholly-owned subsidiary of Norse Holdings. The company's board of directors has unanimously approved the Merger Agreement, deeming the transaction to be fair and in the best interest of shareholders, pending requisite approvals. Shareholders will receive $24.25 per share in cash as Merger Consideration. A special cash dividend of up to $0.25 per share may also be declared, contingent upon cash on hand prior to the Merger's Effective Time. The Merger allows for specific treatments of equity awards, including options and restricted stock units, which will also be converted into cash payments. The closing of the Merger is subject to various conditions including shareholder approvals and regulatory requirements, with the intention that Nordstrom's common stock will be delisted from the New York Stock Exchange post-Merger. Furthermore, the company is under customary no-shop restrictions and must adhere to negotiation protocols if a competing proposal arises.

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Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024111525

Comments: The Nordstrom Board of Directors approved a transaction whereby members of the Nordstrom family, in partnership with El Puerto de Liverpool, will acquire Nordstrom and transition the company to a private entity. After the transaction, which is expected to close in the first half of 2025 pending regulatory and shareholder approvals, the Nordstrom family will hold a majority ownership stake. The management team will continue handling operations, with strategic direction set by the Nordstrom family and Liverpool. The deal aims to enhance flexibility in resource investment and strategy, preserving the company's values and customer commitment. Nordstrom's common stock will cease trading on the New York Stock Exchange post-acquisition. Shareholders will receive $24.25 in cash for each share at closing, and the company may declare a special dividend before the transaction finalizes. The current compensation and benefits for employees will remain unchanged until the transaction is complete.

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Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024111938

Comments: Nordstrom, Inc. announced that its Board of Directors has approved an agreement for the company to be acquired by a group that includes family members and El Puerto de Liverpool, a retail company that has been an investor in Nordstrom since 2022. This acquisition will result in Nordstrom becoming a privately-held company, with the family holding a majority stake. The transaction is expected to close in the first half of 2025, subject to conditions. Nordstrom assures customers that while ownership is changing, the focus on customer service will remain unchanged. Additional filings and communications will be made with the SEC, including a definitive proxy statement and a transaction statement.

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