Kessler Topaz is investigating a potential class action on behalf of the stockholders of Nordstrom, Inc. (“Nordstrom”) against Nordstrom’s board of directors and a buyer consortium comprising certain Directors and other large company stockholders (the “Buyer Consortium”).
On December 22, 2024, the Buyer Consortium executed an agreement and plan of merger with the company (the “Merger Agreement”) whereby the Buyer Consortium will take Nordstrom private for $24.25 per share in cash (the “Merger”). Additionally, the Board has the discretion to authorize a $0.25 per share cash dividend to Nordstrom stockholders immediately prior to and contingent on the closing of the Merger. At the time the Merger Agreement was executed, the Buyer Consortium wielded approximately 43% of Nordstrom’s voting power through its ownership of Nordstrom stock. As described further below, the vast majority of the individuals in the Buyer Consortium are members of the Nordstrom family. Another notable member of the Buyer Consortium is Mexican retail company El Puerto de Liverpool, Nordstrom’s third largest stockholder.
Our investigation is focused on whether the Merger was pursued in good faith by the Buyer Consortium and negotiated or approved in good faith by the Board.
If you have any questions or would like to discuss this investigation, please contact Kessler Topaz Meltzer & Check, LLP: Jonathan Naji, Esq. (484) 270-1453 or via e-mail at info@ktmc.com, or fill out the form below.