Mark Cady A shopper arrives at a Kohl's store in West Des Moines, Iowa, Thursday, Feb. 25, 2021. Kohl's says a recent offer to buy the department store chain undervalues its business, and it is using a shareholder rights plan to block any hostile takeover. The shareholder rights plan is effective immediately and expires in one year. (AP Photo/Charlie Neibergall, File)

NEW YORK (AP) – Kohl's says a recent offer to buy the department store chain undervalues its business and says it is using a shareholder rights plan to block any hostile takeover.

The company said Friday that the shareholder rights plan, known as the "poison pill," is effective immediately and will expire on Feb. 2, 2023.

"We are confident in Kohl's transformational strategy and we anticipate that its continued execution will result in significant value creation," Kohl's Chairman Frank Sica said in a statement. "The board is committed to acting in the best interests of our shareholders and will continue to closely evaluate any opportunities for value creation."

The move comes as Kohl's has received multiple buyout offers in recent weeks. Sycamore Partners, a private equity firm, reportedly approached Kohl's last month about a potential deal. A group called Acacia Research, backed by activist hedge fund Starboard Value LP, offered $64 per share, or about $9 billion.

At the time, Menomonee Falls, Wisconsin-based Kohl's Corp. said its board was reviewing the offers.

Just a week ago, activist hedge fund Macellum Advisors released a letter urging Kohl's to explore strategic options, including a sale, if the chain doesn't take action to improve its business and raise its share price. The investor said it plans to nominate a slate of director candidates at this year's Kohl's shareholder meeting unless Kohl's decides to embrace some changes.

Macellum Advisors, which owns nearly 5 percent of Kohl's outstanding common stock, issued a statement hours later saying it was "disappointed and shocked by Kohl's hasty rejection of the confirmed signs of interest.

Jonathan Duskin, Macellum's managing partner, said, "This morning's rejection merely demonstrates to us that the majority of the board is entrenched and lacks objectivity when evaluating value-maximizing sales opportunities associated with management's historically ineffective stand-alone program. " We doubt that stakeholders were given adequate consideration or access to the type of information needed to manage, data room and inform upward adjustment bids."


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In addition, Duskin said, the board does not appear to have authorized its bankers to investigate the market and engage in substantive dialogue with other logical pursuers. He pledged that the company would work to prevent the current board from "continuing to cool the normal sales process.

In April 2021, Coors announced that it would add three independent members to its board of directors as part of an agreement with a major activist investor group that includes Macellum. In addition to Macellum, the group includes Ancora Holdings, Legion Partners Asset Management and 4010 Capital.

The retailer said Friday that it has appointed its finance committee to lead the ongoing review of any letters of intent. The committee is comprised of only independent directors. Kohl's and the board are also working with financial advisers, including Goldman Sachs and PJT Partners, and have asked Goldman Sachs to engage with interested parties.

The company will present its plans to investors at an investor conference on March 7.

Cole's shares rose more than 2 percent, or $1.28, to $59.86 in afternoon trading Friday.


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