Investment firm Arkhouse nominates slate of directors for Macy's board as takeover talks stall

Arkhouse Management is nominating nine people for Macy's board of directors, igniting a proxy battle after the department store operator rejected a $5.8 billion takeover offer from the investment firm and Brigade Capital Management.

Arkhouse and Brigade had offered $21 for each of the remaining shares in Macy’s they don’t already own. Macy’s said at the time that its board reviewed the investment firms’ proposal and not only had concerns about the financing plan, but also felt there was a “lack of compelling value.”

Macy's Inc. said Tuesday that it had been seeking additional financing information from Arkhouse and Brigade to possibly advance talks with its board. But Macy's said instead of making an attempt to provide additional information, Arkhouse sent a letter earlier this month requesting that the company extend its director nomination window by 10 days.

“Arkhouse and Brigade have yet to provide any financing details that would enhance the actionability of their proposal despite multiple opportunities to do so, and instead of attempting a constructive dialogue, Arkhouse has chosen to launch a proxy contest,” Macy's said in a statement.

Arkhouse said in a prepared statement that it has provided Macy's board with additional details about its financing and said that it was optimistic it could raise its proposed purchase price based on customary due diligence, but said Macy's refused to grant that.

“We requested that the board extend the February 19th deadline for director nominations so that we could continue to engage privately, which was also rejected, forcing us to nominate directors,” Gavriel Kahane and Jonathon Blackwell, Arkhouse managing partners, said.

Macy's said that its nominating and corporate governance committee will evaluate Arkhouse's board nominees. The New York company currently has 14 directors.

A date has yet to be set for Macy's annual meeting.

Macy’s recently announced that it was laying off about 3.5% of its total headcount, or about 2,350 employees. The company also announced that it was closing five locations.

Its stock fell slightly in afternoon trading.