Nordstrom to be acquired by Nordstrom Family and Liverpool in $6.25B deal

Nordstrom (JWN) announced it has signed a definitive agreement under which Erik, Pete, Jamie Nordstrom and other members of the Nordstrom family and El Puerto de Liverpool, S.A.B. de C.V. will acquire all of the outstanding common shares of Nordstrom not already beneficially owned by the Nordstrom Family and Liverpool in an all-cash transaction valued at approximately $6.25B on an enterprise basis. Following the close of the transaction, the Nordstrom Family will have a majority ownership stake in the company. Under the terms of the agreement, Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold. The merger consideration represents a premium of approximately 42% to the company’s unaffected closing common stock price on March 18, 2024, the last trading day prior to media speculation regarding a potential transaction. In addition, the Board intends to authorize a special dividend of up to 25c per share immediately prior to and contingent on the close of the transaction. Upon completion of the transaction, Nordstrom will become a private company. The Nordstrom Board of Directors, with Erik and Pete Nordstrom recusing themselves, has unanimously approved the proposed transaction upon the unanimous recommendation of a special committee of independent and disinterested directors that led the review and negotiation of this transaction. The special committee, composed of Kirsten Green, Amie Thuener O’Toole and Eric Sprunk, was formed in February 2024 in response to interest expressed by Erik and Pete Nordstrom in exploring a possible transaction during the Board’s most recent evaluation of possible avenues to enhance shareholder value. The transaction is expected to close in the first half of 2025, subject to regulatory and other conditions, including approval of holders of two-thirds of the company’s common stock and the holders of a majority of the shares of the company not owned by the Nordstrom Family or Liverpool or their respective affiliates and the company’s directors and Section 16 officers.