Restoration Hardware Amenable to Sharing Information With Sears

November 27, 2007  by in UnCategorized   

By Home Furnishings Business in Furniture Retailing on November 2007 Restoration Hardware said Tuesday that it will share confidential information with Sears Holding Corp. if Sears signs the same confidentiality and standstill agreement that other potential investors in the Corte Madera, Calif.-based retailer have.

“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 Independent Committee of Restoration Hardware’s Board of Directors said in a statement.

The Committee stated that it is encouraged by Sears’ current proposal at $6.75 per share based upon publicly available information, which is a vast improvement over its prior proposal at $4 per share. At the same time, the Committee stated that it believes that stockholder value will be maximized if Sears participates inside the process with other interested parties.

“Sears is an American icon,” said Ray Hemmig, chairman of the Independent Committee. “We are flattered that it is interested in learning more about our company. We welcome its participation in the process along with the other interested parties. However, the Committee is firmly committed to a fair process that will yield the best results for all stockholders and believes that process is best served through all parties agreeing to the proposed standstill terms without preferential treatment of one party over another.”

Earlier this month, Restoration Hardware announced a merger agreement with Catterton Partners, and under the agreement’s terms, the Independent Committee solicited competing proposals from third parties during a 35-day period ending Dec. 13. On Nov. 19, Sears submitted a filing with the Securities and Exchange Commission indicating that it had accumulated shares equaling just under a 14 percent ownership position in Restoration Hardware.