Macellum, which owns about 5% of Kohl’s stock, sent the letter hours after Acacia Research Corp, backed by activist investor Starboard Value, confirmed on Monday https://www.reuters.com/business/retail -consumer/sycamore-partners-approaches-kohls-with-potential-takeover-offer-bloomberg-news-2022-01-23 an offer to buy the company for $64 per share, which values Kohl’s at around $9 billion dollars.
In addition to the Acacia offer, Sycamore Partners is also preparing a cash offer for Kohl’s at $65 per share, sources said Sunday.
Kohl’s shares jumped 36% on Monday to close 63 $.71.
“The best risk-adjusted path for shareholders today is a credible and open process to assess a complete sale of the company at an attractive premium,” wrote Jonathan Duskin, managing partner of Macellum. “Investors want an organized sales process.”
He wants Kohl’s to provide at least one unqualified seat on the board of directors to a representative from Macellum and for that person to lead a new committee that will oversee the review process, the letter said.
“We don’t trust the current board to manage this process alone, and we don’t believe the board is capable of objectively evaluating potential offers,” Duskin wrote.
A Kohl’s representative declined to respond directly to Macellum’s letter on Tuesday and referred to a Monday statement that the company will not make further public comments on expressions of interest unless “it is in the best interests of shareholders”.
Kohl’s is considering its options, including a possible sale, with advice from investment bank Goldman Sachs, two people familiar with the matter said.
People with knowledge of the case declined to be identified as they were not authorized to discuss it publicly.
Pressure has mounted on Kohl’s since last week, when Macellum said he planned to appoint directors to the board and wanted the company to consider a sale, and when Reuters reported that Acacia Research was preparing an offer for the company.
Mr. Duskin is ramping up the pressure less than a year after reaching a deal with others that saw the company add three new directors.
He said in the letter reviewed by Reuters that he could file a lawsuit or launch a new proxy fight if Kohl’s board “cools down” the sale process.