Nordstrom to be acquired by Nordstrom family and El Puerto de Liverpool
Nordstrom is going private.
The century-old department store has signed an agreement under which the Nordstrom family and Mexican retail group El Puerto de Liverpool will acquire the company for $6.25 billion. Following the close of the transaction, Nordstrom will be owned 50.1% by the Nordstrom family and 49.9% by Liverpool.
Nordstrom’s board of directors unanimously approved the the proposed transaction on the unanimous recommendation of a special committee of independent and disinterested directors that was formed in February 2024 and led the review and negotiation of the transaction. Erik Nordstrom and Pete Nordstrom, company CEO and president respectively — and part of the Nordstrom family taking over the company — recused themselves from voting.
“For over a century, Nordstrom has operated with a foundational principle of helping customers feel good and look their best," said Erik Nordstrom. "Today marks an exciting new chapter for the business. On behalf of my family, we look forward to working with our teams to ensure Nordstrom thrives long into the future."
Erik and Pete Nordstrom are the fourth-generation leaders of the Seattle-based upscale retailer, which was founded in 1901 as a shoe store.
"Nordstrom is one of the worldwide leaders in department store retailing, and we're thrilled to be investing in a company that has meaningfully shaped the industry for nearly 125 years," said Graciano F. Guichard G., executive chairman of the board of Liverpool. "We are honored to partner with the Nordstrom Family and the Company's talented team as they continue to deliver outstanding service to customers."
Under the terms of the agreement, Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold. The merger consideration represents a premium of approximately 42% to the company's unaffected closing common stock price on March 18, 2024, the last trading day prior to media speculation regarding a potential transaction
In addition, the board intends to authorize a special dividend of up to $0.25 per share (based on Nordstrom's cash on hand) immediately prior to and contingent on the close of the transaction.
"The special committee of the Nordstrom board of directors reviewed this proposal against the company's standalone prospects for growth," said Eric Sprunk, chairman of the special committee. "Following a rigorous and independent evaluation and consultation with outside financial and legal advisors, the special committee unanimously concluded that this transaction offers greater value for all public shareholders at a significant premium to the unaffected share price."
The transaction is expected to close in the first half of 2025, subject to regulatory and other conditions.
Nordstrom operates 350 Nordstrom, Nordstrom Local and Nordstrom Rack locations as well as Nordstrom and Rack apps and websites. El Puerto de Liverpool operates across Mexico with 310 stores under the Liverpool and Suburbia banners, 119 specialized boutiques, as well as 29 shopping centers.
