Restoration Hardware Inc. said Tuesday it would provide Sears Holdings Corp. with confidential financial information, but only if it would first sign a standstill agreement, which would likely guard against a hostile takeover attempt.
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Sears Holdings, the parent of Sears and Kmart department stores run by investor Eddie Lampert, on Monday disclosed in a regulatory filing a $6.75 per share, $267 million offer for the boutique hardware and home goods retailer, bettering an agreed-to $6.70 per share buyout with Catterton Partners, but said it wanted to see the Corte Madera, Calif.'s private financial data first. Restoration, in turn, said in a statement Tuesday that Sears had not agreed to terms of the confidentiality agreement and that, instead, "proposed to reserve the right to launch a tender offer outside the process." When Sears first unveiled Nov. 19 it had taken a 13.7% stake in Restoration Hardware, the buyer said it could move to buy up more shares in the target or seek board representation.
In Tuesday's statement, the board's special committee called the $6.75 per share offer a "vast improvement" over Sears' initial $4 per share proposal, but argued shareholder value would be maximized if Sears participated "inside the process" with other bidders. — Carolyn Murphy
See Restoration Hardware statement Nov. 27
See TheDeal.com story Nov. 26 on Sears' new offer
See TheDeal.com story Nov. 20 on Lampert's baffling move on Restoration
