By  on May 27, 2014

Two days in advance of a Thursday vote by Zale Corp. shareholders to approve or reject Signet Jewelers Ltd.’s offer to buy the company for $1.4 billion, a pair of proxy advisers disagreed on what their choice should be.

Glass Lewis sided with TIG Advisors LLC’s view that the deal between the midtier jewelry chains, for $21 a share in cash, should be rejected. “Shareholders would be better served rejecting the transaction in favor of a more robust strategic review and, in the absence of a compelling alternative, the continued pursuit of Zale’s standalone operating plan,” its report said. Glass Lewis criticized Zale’s review process, “including a myopic exploration of alternative bidders, the appointment of a Golden Gate Capital representative to the negotiation committee and relying on the fairness letter of a conflicted financial adviser,” Bank of America.

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