Nordstrom board approves anti-takeover plan after stake purchase

Nordstrom’s board of directors has unanimously approved a plan that prevents the company from being acquired through stock purchases.

The so-called “Rights Plan” is a measure to avoid takeovers from investors buying stock. Last week, Mexican retailer Liverpool acquired a 9.9% stake in Nordstrom, valued at 5.9 billion pesos, or $293.8 million.

Under the Rights Plan, approved Monday, entities cannot purchase more than 10% of stake in the company without board approval.

In a proxy statement filed in the U.S. Securities and Exchange Commission, Nordstrom said the plan, popularly called “poison pill,” “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.”

Liverpool’s purchase comes at a time when Nordstrom’s low-demand Rack business and inventory glut are affecting the retailer’s finances.

On Tuesday, the company announced plans to open three Rack stores in California next year despite Nordstrom sales forecasts for the fiscal year of 2022 decreasing to a range of 5% to 7% from a previous forecast of a range of 6% to 8%.

In addition to a lower sales forecast, Nordstrom cut its full-year earnings forecast. Meanwhile, Liverpool reported a 14% increase in same-store sales compared with the previous year.

A recent example of adopting the poison pill was last April when Twitter required a board approval for any purchases of over 15% of stake in response to Elon Musk’s “unsolicited, nonbinding proposal” to acquire the company for $44 billion.

In 2018, the Nordstrom family group entered a $8.4 billion bid to take the company private with a cash offer of $50 a share. The offer was rejected by a special committee with independent directors. The family owns 30% of the company’s shares.