SEATTLE, Sept. 20,
2022 /PRNewswire/ -- Nordstrom, Inc. (NYSE: JWN)
today announced that its Board of Directors has unanimously adopted
a limited duration shareholder rights plan (the "Rights Plan").
The Rights Plan is similar to plans adopted by other public
companies and is intended to protect the interests of the Company
and all Nordstrom shareholders by reducing the likelihood that any
entity, person or group gains control of Nordstrom through
open-market accumulation or other means without payment of an
adequate control premium. The Rights Plan also helps ensure that
the Board has sufficient time to make informed, deliberate
decisions that are in the best interests of the Company and all
Nordstrom shareholders. The Rights Plan applies equally to all
current and future shareholders of Nordstrom.
The Rights Plan has not been adopted in response to any specific
takeover bid or other proposal to acquire control of the Company,
and is not intended to deter offers that are fair and otherwise in
the best interests of all Nordstrom shareholders.
Pursuant to the Rights Plan, Nordstrom will issue, by means of a
dividend, one common stock right for each outstanding share of
Nordstrom common stock to shareholders of record on the close of
business on September 30, 2022.
Initially, these rights will not be exercisable and will trade
with, and be represented by, the shares of Nordstrom common
stock.
The Rights Plan is effective immediately and has a one-year
duration, expiring on September 19,
2023.
Under the Rights Plan, the rights generally become exercisable
only if a person or group (each, an "acquiring person") acquires
beneficial ownership of 10% or more of the outstanding shares of
Nordstrom common stock in a transaction not approved by the
Nordstrom Board. In that situation, each holder of a right (other
than the acquiring person, whose rights will become void and will
not be exercisable) will be entitled to purchase, at the exercise
price, additional shares of Nordstrom common stock at a 50%
discount to the then-current market price. In addition, if
Nordstrom is acquired in a merger or other business combination
after an unapproved party acquires more than 10% of the outstanding
shares of Nordstrom common stock, each holder of a right would then
be entitled to purchase, at the then-current exercise price, shares
of the acquiring company's stock at a 50% discount. The Board may,
at its option, exchange each right (other than rights owned by the
acquiring person that have become void) in whole or in part, at an
exchange ratio of one share of Nordstrom common stock per
outstanding right, subject to adjustment. Except as provided in the
Rights Plan, the Board is entitled to redeem the rights at
$0.001 per right.
If a person or group – including the members of the Nordstrom
family, who will be deemed to be a group purely for purposes of the
Rights Plan – beneficially owns 10% or more of the outstanding
shares of Nordstrom common stock prior to Nordstrom's announcement
of its adoption of the Rights Plan, then that person's or group's
existing ownership percentage will be grandfathered, although, with
certain exceptions, the rights will become exercisable if at any
time after the announcement of the adoption of the Rights Plan such
person or group increases its ownership of Nordstrom common stock
by more than 0.1% of outstanding common stock.
Additional details regarding the Rights Plan will be contained
in a Form 8-K to be filed by Nordstrom with the U.S. Securities and
Exchange Commission.
Morgan Stanley is serving as financial advisor to Nordstrom, and
Sidley Austin LLP is serving as the Company's legal advisor.
ABOUT NORDSTROM
At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers
feel good and look their best. Since starting as a shoe store in
1901, how to best serve customers has been at the center of every
decision we make. This heritage of service is the foundation we're
building on as we provide convenience and true connection for our
customers. Our digital-first platform enables us to serve customers
when, where and how they want to shop – whether that's in-store at
more than 350 Nordstrom, Nordstrom Local and Nordstrom Rack locations or digitally through
our Nordstrom and Rack apps and websites. Through it all, we remain
committed to leaving the world better than we found it.
Forward Looking Statements
Certain statements in this press release contain or may suggest
"forward-looking" information (as defined in the Private Securities
Litigation Reform Act of 1995) that involves risks and
uncertainties that could cause results to be materially different
from expectations. The words "will," "may," "designed to,"
"outlook," "believes," "should," "targets," "anticipates,"
"assumptions," "plans," "expects" or "expectations," "intends,"
"estimates," "forecasts," "guidance" and similar expressions
identify certain of these forward-looking statements. The Company
also may provide forward-looking statements in oral statements or
other written materials released to the public. All statements
contained or incorporated in this press release or in any other
public statements that address such future events or expectations
are forward-looking statements. Important factors that could cause
actual results to differ materially from these forward-looking
statements are detailed in the Company's Annual Report on Form 10-K
for the fiscal year ended January 29,
2022 and its Form 10-Q for the fiscal quarter ended
July 30, 2022. These forward-looking
statements are not guarantees of future performance and speak only
as of the date made, and, except as required by law, the Company
undertakes no obligation to update or revise any forward-looking
statements to reflect subsequent events, new information or future
circumstances. In addition, the actual timing, price, manner and
amounts of future share repurchases, if any, will be subject to
market and economic conditions and applicable Securities and
Exchange Commission rules.
Investor Contact
Heather
Hollander
Nordstrom, Inc.
InvRelations@Nordstrom.com
Media Contact
Stephanie
Corzett
Nordstrom, Inc.
NordstromPR@Nordstrom.com
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SOURCE Nordstrom, Inc.