July 9, 2012, 2:42 PM

Christopher & Banks rejects a buyout deal—again

The retailer also adopts new plans and a poison-pill strategy to keep going.

Mark Brohan

Research Director

Lead Photo

Christopher & Banks says there's not enough money on the table to accept Aria's buyout bid.

It didn’t take more than a few days to consider the offer, but women’s specialty apparel retailer Christopher & Banks has rejected a takeover deal from a minority investor.

On July 3 investment banking firm Aria Partners, which has about a 4% stake, said it was willing to pay $1.75 each for all outstanding shares of Christopher & Banks. for a total purchase price of about $75 million.

Aria submitted an offer to acquire the company in May, but Christopher & Banks’ board rejected the deal, saying the bid was low and not in the best interest of shareholders. Aria is now pressing for a new deal—and making the terms public—because of the retailer’s weakening financial situation.

Now Christopher & Banks, No. 296 in the Internet Retailer Top 500 is once more rejecting the offer. “After careful review and consideration of the Aria Partners proposal, the board, which is comprised entirely of independent directors, concluded that the proposal does not reflect the full, long-term value stockholders are expected to receive from continued focus on the current strategy,” the retailer says. “Therefore, the proposal is not in the best interests of Christopher & Banks and its stockholders.”

In lieu of a takeover, Christopher & Banks will introduce several new initiatives to jump-start sales and improve its financial position, including reducing the number of styles and SKUs to be offered in the fall, more effectively identifying the price points that will resonate with female shoppers, improving the flow of inventory in stores and developing more targeted promotional campaigns. “The current merchandising and marketing strategies have brought stability to and energized the organization, and are expected to deliver improved sales, margin, and cash flow performance in the second half of fiscal 2012 and beyond,” the retailer says.

If Aria or another party does decide to initiate a hostile takeover, the retailer’s board also has approved a shareholder rights plan, also known as a poison-pill strategy, which enables common stock holders to receive one right for each share held, which in turn allows them an option to buy more shares in the company. “The plan is designed to deter coercive or unfair takeover tactics,” the retailer says.


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