Kohl’s says takeover offers undervalue its business, initiates ‘poison pill’

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The Kohl’s logo is displayed on the exterior of a Kohl’s store on January 24, 2022 in San Rafael, California.
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Kohl’s said Friday it believes recent takeover offers undervalue its business in light of future growth and cash flow generation, following a review by independent financial advisors.

The off-mall retailer also said it has adopted a shareholder rights plan, otherwise known as a “poison pill,” in order to avert a hostile takeover. The plan is effective immediately and expires in February 2023.

Kohl’s shares were falling more than 2% in premarket trading.

“The valuations indicated in the current expressions of interest which it has received do not adequately reflect the company’s value in light of its future growth and cash flow generation,” Kohl’s said in a statement.

Last month, Acacia Research, backed by activist investment firm Starboard Value, offered to pay $64 a share for Kohl’s, valuing it at about $9 billion. Private equity firm Sycamore Partners was also planning an offer of $65 a share, people familiar with the offer told CNBC.

Activist hedge fund Macellum Advisors has also been asking Kohl’s to consider selling itself and wants at least one seat on the retailer’s board.

Kohl’s said Friday that its board of directors is committed to maximizing long-term shareholder value and will review and pursue opportunities that Kohl’s believes will “credibly lead to value consistent with its performance and future opportunities.”

It added that it has a designated finance committee, comprised exclusively of independent directors, to lead an ongoing review of any future expressions of interest in the company. It is also working with Goldman Sachs and PJT Partners on those efforts.

Kohl’s said it will provide more updates on its initiatives during an investor day set for March 7.

Read the full press release from Kohl’s here.

This story is developing. Please check back for updates.

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