July 29, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of Saks Incorporated (NYSE: SKS) ("Saks") by Hudson's Bay Company (TSX: HBC) ("Hudson's Bay"). On
July 29, 2013
, the two companies announced a definitive merger agreement under which Hudson's Bay will acquire all the outstanding shares of Saks for
per share in cash. The transaction is expected to close before the end of the calendar year.
Is the Merger Best for Saks Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Saks is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. As an initial matter, the
merger consideration is substantially below the
target price set by an analyst at Maxim Group LLC on
May 22, 2013
, and below the
target price set by an analyst at UBS on the same day. In addition, Saks traded above the offer price as recently as
July 19, 2013
, reaching a high of
May 21, 2013
, Saks released its financial results for the first quarter 2013, in which it projected a 4% to 6% store sales growth for the remainder of 2013. Saks also exceeded analyst earnings per share targets in each of the last nine quarters. In relation to this positive news,
Stephen I. Sadove
, Chairman and Chief Executive Officer noted, "I am pleased with our first quarter comparable store sales growth of 5.9%, which was on top of a solid 4.8% increase in last year's first quarter." He continued by noting, "[w]e are making strategic long-term investments in infrastructure and technology … that will enable us to further enhance our omni-channel capabilities…. We are positioning our Company for future revenue and earnings growth."
Given these facts, Robbins Arroyo is examining Saks' board of directors' decision to be acquired by Hudson's Bay now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.