Members of the Nordstrom family and Mexican retailer El Puerto de Liverpool are acquiring all remaining shares of Nordstrom for $6.25 billion in cash in a deal that will return the company to private status.
The deal, which is expected to close in the first half of 2025, will mean Erik, Pete, Jamie Nordstrom and other members of the family will have a majority stake in the company, according to a news release.
“Today marks an exciting new chapter for the business,” said Erik Nordstrom, chief executive officer of Nordstrom. “On behalf of my family, we look forward to working with our teams to ensure Nordstrom thrives long into the future.”
Under the terms of the agreement:
- Common shareholders in Nordstrom will receive $24.25 in cash for each share 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 before media began speculating a deal may be on the horizon.
- The board intends to authorize a special dividend of up to $0.25 per share (based on Nordstrom’s cash on hand) immediately prior to and contingent on the close of the transaction.
- When the deal closes, Nordstrom will become a private company.
The Nordstrom board of directors – minus Erik and Pete Nordstrom, who recused themselves – unanimously approved the transaction after a special committee of independent and disinterested directors that led the review and negotiation also unanimously approved it. The special committee, composed of Kirsten Green, Amie Thuener O’Toole and Eric Sprunk, was formed in February 2024 after Erik and Pete Nordstrom expressed interest in exploring a possible transaction during the board’s most recent evaluation of possible avenues to enhance shareholder value.
“Following a rigorous and independent evaluation and consultation with outside financial and legal advisors, the special committee unanimously concluded that this transaction offers greater value for all public shareholders at a significant premium to the unaffected share price,” said Eric Sprunk, chairman of the special committee, in a statement.
“Nordstrom is one of the worldwide leaders in department store retailing, and we’re thrilled to be investing in a company that has meaningfully shaped the industry for nearly 125 years,” said Graciano F. Guichard G., executive chairman of the board of directors of Liverpool. “We are honored to partner with the Nordstrom Family and the company’s talented team as they continue to deliver outstanding service to customers.”
