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Restoration Hardware Inc. said Monday two proxy advisories had
recommended shareholders vote in favor of the company's proposed
Catterton Partners-led $4.50 per share buyout. Meanwhile, a shareholder
class action seeking an injunction against the deal looms.
The Corte Madera, Calif.-based home furnishings retailer said in a statement that RiskMetrics Group and Glass, Lewis & Co. LLC issued recommendations that shareholders vote in favor of the $175 million deal. The announcement comes as a June 11 hearing date on the class action approaches, itself the day before a special meeting of shareholders to vote on the transaction.
Restoration in November agreed to a $6.70 per share buyout by Greenwich, Conn.-based Catterton and several shareholders. Sears Holdings Corp. subsequently built up a 13.6% stake and offered $6.75 per share. The Catterton price was cut to $4.50 per share after Restoration reported disappointing holiday sales, which Sears countered with a $4.55 per share bid as the go-shop window was closing. The board opted to stick with the Catterton proposal. Restoration in its statement Monday quoted RiskMetrics' recommendation: "Given that the Catterton deal contains firm financing, we believe that this bid serves to maximize the highest value with certainty for Restoration shareholders." The class action, which was brought by Coughlin Stoia Geller Rudman & Robbins LLP in Marin County Superior Court in California, aims to reduce the deal's breakup fee and have a Sears standstill agreement lifted to afford the retailer the chance to make another bid if it chooses to do so. - Carolyn Murphy See the full story on TheDeal.com See TheDeal.com: Retailers' woes haunt Restoration Categories Deal Video
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