Restoration Hardware responds to Sears bid

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Sears retools into five units
Sears retools into five units

In response to Sears' bid, Restoration Hardware Inc. said yesterday that it would provide certain financial data if Sears will sign the same confidentiality/standstill agreement as other interested parties.

On Monday, Sears revealed that it had offered $6.75 per share in cash last week to acquire Restoration Hardware. Sears also asked for confidential information to submit a binding offer, a request that Sears said Restoration Hardware denied.

In a statement released yesterday by Restoration Hardware, the upscale, multichannel home furnishings retailer said that Sears' request failed to meet certain criteria.

“While Sears has announced its willingness to sign a confidentiality agreement, there is no agreement on terms and, to date, instead of agreeing to the standstill agreement to which other interested parties have agreed, Sears has proposed to reserve the right to launch a tender offer outside the process,” the statement said. In a standstill agreement, an unfriendly bidder agrees to limit its holdings of a target firm.

Sears' filing with the Securities and Exchange Commission that revealed the bid for Restoration Hardware also said that Sears was willing to agree to a standstill provision “subject to an exception which would enable Sears Holdings to commence a tender offer for all of the shares only at a price greater than that offered” in the management-led buyout Restoration Hardware agreed to earlier this month.

Restoration Hardware states, “the process is best served through all parties agreeing to the proposed standstill terms without preferential treatment of one party over another.”

On November 8, Restoration Hardware said that it had agreed to be acquired in a deal valued at $6.70 per share, or $267, involving management and private equity firm Catterton Partners. The retailer also said it would solicit competing proposals until Dec. 13.

Sears disclosed last week that it owns a 13.7% stake in Restoration Hardware, making it the chain's largest stockholder.

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