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Zale in tug of war with TIG over Signet merger
Zale Corp. is locked in a back-and-forth battle with TIG Advisors, which again urged the company’s shareholders to vote against the proposed acquisition of Zale by rival Signet Jewelers Ltd.
New York--Zale Corp. is locked in a back-and-forth battle with TIG Advisors, which again urged the company’s shareholders to vote against the proposed acquisition of Zale by rival Signet Jewelers Ltd.
In its latest bulletin to shareholders issued Friday, TIG Advisors, which owns approximately 9.5 percent of Zale’s shares, alleged that Zale omitted some “surprisingly obvious transactions” for sale-price comparison in an investor presentation.
Chief among these, TIG said, were the 2013 sale of Harry Winston to Swatch Group, in which Swatch paid 24x EBITDA, and the sale of Bulgari to Moët Hennessy Louis Vuitton LVMH, with LVMH paying 27x EBITDA in 2011, both of which are significantly higher than what Signet is paying for Zale (7.4x EBITDA).
Friday’s statement follows similar ones made by TIG Advisors earlier in the week, when it told Zale’s investors to vote against the deal because it is “grossly unfair” and “tainted” by conflicts of interest.
Zale, however, maintains that the merger with rival chain Signet Jewelers is in the best interest of the business.
The Dallas-based specialty jeweler said in a statement released Thursday that the transaction “represents the result of a thorough process that included a comprehensive review of strategic and other alternatives and extensive negotiations with Signet.”
The deal is valued at $1.4 billion, and Zale pointed out that it will award shareholders with $21 per share in cash, providing a “compelling and immediate value to Zale stockholders.”
Zale also pointed out that its board of directors unanimously approved the acquisition, and that since news of the deal was announced, no other parties have expressed interest in acquiring Zale.
Additionally, the company noted the risk of a further decline in its share price if the acquisition isn’t completed.
RELATED CONTENT: Date set for shareholder vote on Signet-Zale deal
Zale Corp.’s shareholders are scheduled to vote on the proposed acquisition by Signet Jewelers Ltd. at a special meeting scheduled for May 29 at 8 a.m. CDT at Zale’s headquarters in Irving, Texas.
If it goes through, the transaction will merge the two largest jewelry chains in the United States, creating a chain of more than 3,600 stores in the U.S., Canada and the United Kingdom that generate more than $6 billion in annual sales and employ close to 30,000.
RELATED CONTENT: Signet-Zale deal cleared to proceed
In April, the deal passed anti-trust muster as the waiting period
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for the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act waiting period) expired without the U.S. Department of Justice or the Federal Trade Commission requesting additional documents or data on the merger.
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