Date:	--/--/-- --:--:--
Event Id:	E55VS49T1
Action Type:	ACQUISITION
Action Status:	ANNOUNCED
Acquirer Symbol:
Target Symbol:	JWN
Updated:	--/--/-- --:--:--
Purchase Price Per Share:	24.25
Price Per Share Currency:	USD
News References:	https://www.sec.gov/Archives/edgar/data/72333/000121390025030441/ea0231675-05.htm

Action Notes

The special committee of the Board of Directors of Nordstrom, Inc today confirmed receipt of a proposal from Erik and Pete Nordstrom, other members of the Nordstrom family, and El Puerto de Liverpool, S.A.B. de C.V to acquire all of the outstanding shares of the Company, other than shares held by members of the Nordstrom family and Liverpool, for $23.00 per share in cash. The proposal states that the merger consideration would be financed through a combination of rollover equity and cash commitments by members of the Nordstrom family and Liverpool and $250 million in new bank financing, with the existing indebtedness of the Company to remain outstanding. The special committee, composed of independent and disinterested directors, was formed in response to interest expressed by Erik and Pete Nordstrom in exploring a possible transaction. The special committee and the other independent directors will carefully review the proposal in consultation with independent financial and legal advisors to determine the course of action that is in the best interests of Nordstrom and all shareholders. No action is required by Nordstrom shareholders at this time. There can be no assurance that the Company will pursue this transaction or other strategic outcome, or that a proposed transaction will be approved or consummated. The Company does not intend to disclose further developments regarding this matter unless and until further disclosure is determined to be appropriate or necessary. Under the terms of the agreement, Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold. The merger consideration represents a premium of approximately 42% to the Company's unaffected closing common stock price on March 18, 2024, the last trading day prior to media speculation regarding a potential transaction. In addition, the Board intends to authorize a special dividend of up to $0.25 per share (based on Nordstrom's cash on hand) immediately prior to and contingent on the close of the transaction. Upon completion of the transaction, Nordstrom will become a private company. The transaction is expected to close in the first half of 2025, subject to regulatory and other conditions. The Nordstrom special shareholder meeting to vote on the transaction will be held on 05/16.