Retailer Saks Incorporated (NYSE: SKS) (“Saks” or the “Company”)
today announced that upon completion of the Merger (as defined in
the Merger Agreement) with Hudson’s Bay Company (TSX: HBC) (“HBC”),
both Stephen I. Sadove, Chairman and CEO of Saks, and Ronald L.
Frasch, President and Chief Merchant of Saks, would be leaving the
Company.
Donald Hess, Lead Director of Saks’ Board of Directors,
commented, “Steve and Ron have been a great team over the last nine
years. They are admired and respected throughout both the Company
and the retail industry. Their leadership, strategic focus,
collaboration, creativity, and enthusiasm for the business have
molded Saks into an iconic omni-channel luxury retailer. Together,
they have created an exceptional management team, a special company
culture, and a distinct fashion point of view. Through their
leadership, the whole is truly so much greater than the sum of the
parts."
Sadove and Frasch jointly commented, “Saks has a great team, and
working together, we have all accomplished so much over the last
several years. We have developed and executed focused
merchandising, marketing and service strategies. We survived the
recession and emerged a stronger, more disciplined organization. We
have continued to modernize the Saks brand and elevate and
differentiate our merchandise assortments. Our marketing efforts
have become even more strategic and targeted, and our brand and
image marketing is among the best in the industry. We have elevated
our service levels and demonstrated our commitment to giving and to
our communities through our very special charity affiliations. We
have strengthened our balance sheet and improved our real estate.
We have built a powerful saks.com business and transformed Saks OFF
5TH into an aggressive growth story. And, through key technology
enhancements, innovative thinking and collaboration, our evolution
to an omni-channel retailer has been a game changer.”
Sadove and Frasch continued, “We have best-in-class talent,
fashion and style authority, great vendor partnerships, and a
record of innovation. We are extremely proud of the legacy that we
are leaving to HBC.”
The planned merger transaction between Saks and HBC has been
approved by each company's board of directors and is expected to
close before the end of the calendar year, subject to approval by
Saks shareholders and other customary closing conditions.
Saks Incorporated currently operates 41 Saks Fifth Avenue
stores, 69 Saks Fifth Avenue OFF 5TH stores, and saks.com.
About Stephen I. Sadove, Chairman and
Chief Executive Officer
In January 2002, Steve Sadove joined the management team of Saks
Incorporated as Vice Chairman. In March 2004, he assumed the
additional post of Chief Operating Officer of the Company, and in
January 2006 he assumed the position of Chief Executive Officer. In
May 2007, he assumed his current position of Chairman and Chief
Executive Officer of Saks Incorporated.
Sadove serves on the Company’s Board of Directors, a position he
has held since September 1998. Sadove also served on the board of
Saks Holdings, Inc. from 1996 until its September 1998 merger with
the Company.
Prior to joining the Company, Sadove built a distinguished
marketing and consumer products career spanning over 25 years.
Between 1975 and 1991, Sadove held various positions of increasing
responsibility with General Foods USA, including Executive Vice
President and General Manager of the Desserts Division.
Sadove joined Bristol-Myers Squibb Company in 1991 as President
of Clairol. In 1994, he was appointed President, Worldwide Clairol,
having direct responsibility for the Clairol business in the United
States as well as all of the consumer businesses in Canada, Europe,
the Middle East, Africa, and Latin America. In 1996, he was
appointed to the post of President, Bristol-Myers Squibb Worldwide
Beauty Care, with responsibility for Clairol Worldwide and Matrix
Essentials. In 1997, he was appointed President, Bristol-Myers
Squibb Worldwide Beauty Care and Nutritionals, adding Mead Johnson
Nutritionals to his duties.
During his tenure at Bristol-Myers Squibb, Sadove led Clairol to
become the number one hair care business in the United States,
relaunched the Herbal Essences brand into a $700 million business,
and completed the sale of the beauty care business to Procter &
Gamble for approximately $5 billion.
Sadove is a graduate of Hamilton College and holds an MBA with
distinction from Harvard Business School. He currently serves on
the board of directors of Colgate-Palmolive and Ruby Tuesday.
Sadove also serves as Chairman of the Boards of the National Retail
Federation and Hamilton College.
About Ronald L. Frasch, President and
Chief Merchandising Officer
Ronald Frasch was named President and Chief Merchandising
Officer of Saks Fifth Avenue in February 2007. He joined the
Company in January 2004 and served in a non-executive role through
November 2004 when he was named Vice Chairman and Chief Merchant of
Saks Fifth Avenue.
Frasch served as Chairman and Chief Executive Officer of Neiman
Marcus Group’s Bergdorf Goodman from April 2000 until January 2004.
He was President of GFT USA from July 1996 until March 2000 and
President and Chief Executive Officer of Escada USA from February
1994 until June 1996. Prior to that, he spent ten years at Neiman
Marcus in various merchandising roles of increasing responsibility,
rising to Senior Vice President and General Merchandise Manager.
Prior to joining Neiman Marcus, Frasch was a divisional merchandise
manager with Saks Fifth Avenue.
Forward-looking
Information
The information contained in this press release that addresses
future results or expectations is considered “forward-looking”
information within the definition of the Federal securities laws.
Forward-looking information in this document can be identified
through the use of words such as “may,” “will,” “intend,” “plan,”
“project,” “expect,” “anticipate,” “should,” “would,” “believe,”
“estimate,” “contemplate,” “possible,” and “point.” The
forward-looking information is premised on many factors, some of
which are outlined below. Actual consolidated results might differ
materially from projected forward-looking information.
The forward-looking information and statements are or may be
based on a series of projections and estimates and involve risks
and uncertainties. These risks and uncertainties include such
factors as: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of Saks’
merger agreement with Hudson’s Bay Company (“HBC”), (2) the failure
to obtain Saks shareholder approval of the merger with HBC or the
failure to satisfy any of the other closing conditions to the
merger, (3) the failure of HBC to obtain the necessary financing
arrangements set forth in the debt commitment letter and equity
investment agreement providing for its financing of the merger, (4)
risks related to disruption of management’s attention from Saks’
ongoing business operations due to the transaction, (5) the effect
of the announcement of the merger on the ability of Saks to retain
and hire key personnel and maintain relationships with its
customers, suppliers and others with whom it does business, or on
its operating results and business generally, (6) the level of
consumer spending for luxury apparel and other merchandise carried
by the Company and its ability to respond quickly to consumer
trends; (7) macroeconomic conditions and their effect on consumer
spending; (8) the Company’s ability to secure adequate financing;
(9) adequate and stable sources of merchandise; (10) the
competitive pricing environment within the retail sector; (11) the
effectiveness of planned advertising, marketing, and promotional
campaigns; (12) favorable customer response to relationship
marketing efforts of proprietary credit card loyalty programs; (13)
appropriate inventory management; (14) effective expense control;
(15) successful operation of the Company’s proprietary credit card
strategic alliance with Capital One Financial Corporation; (16)
geo-political risks; (17) weather conditions and natural disasters;
(18) the performance of the financial markets; (19) changes in
interest rates; and (20) fluctuations in foreign currency and
exchange rates.
Additional factors that may cause Saks’ actual results to differ
materially from those described in the forward-looking statements
may be found in Saks’ filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended February 2, 2013, its
Quarterly Reports on Form 10-Q, and its Current Reports on Form
8-K, which may be accessed via the Internet at www.sec.gov.
The Company undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Additional Information and Where to
Find It
This press release does not constitute a solicitation of any
vote or approval. In connection with the proposed merger, Saks will
file with the Securities and Exchange Commission (the “SEC”) and
mail or otherwise provide to its shareholders a proxy statement
regarding the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, SAKS’ SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO
THE PROPOSED MERGER. Investors and security holders may obtain a
free copy of the proxy statement and other documents that Saks
files with the SEC (when available) from the SEC’s website at
www.sec.gov and Saks’ website at www.saksincorporated.com. In
addition, the proxy statement and other documents filed by Saks
with the SEC (when available) may be obtained from Saks free of
charge by directing a request to Saks Incorporated, Investor
Relations Department, 12 East 49th Street, New York, New York
10017, 865-981-6243.
Saks and its directors, executive officers and employees may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Saks’ shareholders with respect to the proposed
acquisition of Saks by HBC. Security holders may obtain information
regarding the names, affiliations and interests of such individuals
in Saks Annual Report on Form 10-K for the fiscal year ended
February 2, 2013, and its definitive proxy statement for the 2013
annual meeting of shareholders. Additional information regarding
the interests of such individuals in the proposed acquisition of
Saks by HBC will be included in the proxy statement relating to
such acquisition when it is filed with the SEC. These documents may
be obtained free of charge from the SEC’s website at www.sec.gov
and Saks website at www.saksincorporated.com.
Saks IncorporatedJulia Bentley,
865-981-6243www.saksincorporated.com
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