Macy’s, Inc. Confirms Receipt of Revised, Unsolicited, Non-Binding Proposal from Arkhouse and Brigade
04 März 2024 - 12:41AM
Business Wire
Reiterates Board and Management’s Commitment to
Long-Term Value Creation
Macy’s, Inc. (NYSE: M) today confirmed that it has received a
revised, unsolicited, non-binding proposal from Arkhouse Management
Co. LP (“Arkhouse”) and Brigade Capital Management, LP (“Brigade”)
to acquire all of the outstanding shares of the Company for $24.00
per share in cash.
The Macy’s, Inc. Board will carefully review and evaluate the
latest proposal consistent with the Board’s fiduciary duties and in
consultation with its financial and legal advisors. The Macy’s,
Inc. Board has a proven track record of evaluating a broad range of
options to create shareholder value, is open-minded about the best
path to achieve this objective and is committed to continuing to
take actions that it believes are in the best interests of the
Company and all Macy’s, Inc. shareholders.
Macy’s, Inc. does not intend to comment further on Arkhouse and
Brigade’s revised, unsolicited non-binding proposal until the Board
has completed its review. Macy’s, Inc. shareholders do not need to
take any action at this time.
Bank of America Securities and Wells Fargo are acting as
financial advisors and Wachtell, Lipton, Rosen & Katz is acting
as legal advisor to the Company.
About Macy’s, Inc.
Macy’s, Inc. (NYSE: M) is a trusted source for quality brands
through our iconic nameplates – Macy’s, Bloomingdale’s and
Bluemercury. Headquartered in New York City, our comprehensive
digital and nationwide footprint empowers us to deliver a seamless
shopping experience for our customers. For more information, visit
macysinc.com.
Forward-Looking Statements
All statements in this press release that are not statements of
historical fact are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
statements are based upon the current beliefs and expectations of
Macy’s management and are subject to significant risks and
uncertainties. Actual results could differ materially from those
expressed in or implied by the forward-looking statements contained
in this release because of a variety of factors, including Macy’s
ability to successfully execute against its five growth vectors,
including the ability to realize the anticipated benefits
associated with the strategy, conditions to, or changes in the
timing of proposed real estate and other transactions, prevailing
interest rates and non-recurring charges, the effect of potential
changes to trade policies, store closings, competitive pressures
from specialty stores, general merchandise stores, off-price and
discount stores, manufacturers’ outlets, the Internet and catalogs
and general consumer spending levels, including the impact of the
availability and level of consumer debt, possible systems failures
and/or security breaches, the potential for the incurrence of
charges in connection with the impairment of intangible assets,
including goodwill, declines in credit card revenues, Macy’s
reliance on foreign sources of production, including risks related
to the disruption of imports by labor disputes, regional or global
health pandemics, and regional political and economic conditions,
the effect of weather, inflation, inventory shortage, labor
shortages, the amount and timing of future dividends and share
repurchases, our ability to execute on our strategies and achieve
expectations related to environmental, social, and governance
matters, and other factors identified in documents filed by the
company with the Securities and Exchange Commission, including
under the captions “Forward-Looking Statements” and “Risk Factors”
in the company’s Annual Report on Form 10-K for the year ended
January 28, 2023. Macy’s disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Important Additional Information Regarding Proxy
Solicitation
Macy’s intends to file a proxy statement and WHITE proxy card
with the SEC in connection with the solicitation of proxies for the
Company’s 2024 Annual Meeting of Shareholders (the “Proxy
Statement” and such meeting the “2024 Annual Meeting”). Macy’s, its
directors and certain of its executive officers will be
participants in the solicitation of proxies from shareholders in
respect of the 2024 Annual Meeting. Information regarding the names
of Macy’s directors and executive officers and their respective
interests in Macy’s by security holdings or otherwise is set forth
in the Company’s proxy statement for the 2023 Annual Meeting of
Shareholders, filed with the Securities and Exchange Commission on
April 3, 2023 (the “2023 Proxy Statement”) and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/794367/000155837023005400/m-20230519xdef14a.htm.
Please refer to the sections captioned “Stock Ownership,” “Fiscal
2022 Non-Employee Director Compensation Table” and “Compensation of
the Named Executive Officers in 2022” in the 2023 Proxy Statement.
To the extent holdings of such participants in Macy’s securities
have changed since the amounts described in the 2023 Proxy
Statement, such changes have been reflected on Initial Statements
of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information can
also be found in Macy’s Annual Report on Form 10-K for the year
ended January 28, 2023, filed with the SEC on March 24, 2023 and
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/794367/000162828023009154/m-20230128.htm.
Details concerning the nominees of the Macy’s Board of Directors
for election at the 2024 Annual Meeting will be included in the
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS OF MACY’S ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH OR FURNISHED TO THE SEC, INCLUDING MACY’S DEFINITIVE
PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. These documents, including
the definitive Proxy Statement (and any amendments or supplements
thereto) and other documents filed by Macy’s with the SEC, are
available for no charge at the SEC’s website at http://www.sec.gov
and at Macy’s investor relations website at
https://macysinc.com/investors.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240303555077/en/
Media – Chris Grams communications@macys.com
Leigh Parrish / Arielle Rothstein lparrish@joelefrank.com
arothstein@joelefrank.com (212) 355-4449
Investors – Pamela Quintiliano investors@macys.com
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