Signet Jewelers Ltd. Thursday overcame the objections of two big Zale Corp. shareholders and one proxy adviser to close its $1.46 billion acquisition of Zale.
This story first appeared in the May 30, 2014 issue of WWD. Subscribe Today.
The $21-a-share purchase easily gained the approval of Zale shareholders at a special meeting in Dallas, winning 62.2 percent of the votes cast and creating a $6.2 billion jewelry powerhouse with more than 3,600 locations in the U.S., Canada and the U.K.
In promotions tied to the acquisition, Mark Light, president and chief executive officer of Sterling Jewelers, adds the new post of president and chief operating officer of the company, and Theo Killion, ceo of Zale prior to the merger, becomes ceo of Zale, including the Zales, Gordon’s and Piercing Pagoda nameplates in the U.S. and the Peoples and Mappins jewelry chains in Canada.
As envisioned when the companies agreed to merge in February, Killion will report to Mike Barnes, ceo of Signet. Light continues to report to Barnes. Sterling Jewelers includes Signet’s U.S. nameplates Kay Jewelers and Jared The Galleria of Jewelry.
Sebastian Hobbs, managing director of the U.K. for Signet, reports to Light.
The Signet-Zale combination encountered resistance as Thursday’s voted neared. TIG Advisors, owners of 9.5 percent of Zale’s stock, considered the $21-a-share price insufficient in light of Zale’s financial projections, and was joined in that argument by Gabelli Funds LLC, owners of 7.5 percent of Zale’s stock. Institutional Shareholder Services and Egan-Jones Proxy Services recommended a vote for the merger while Glass Lewis opposed it.
However, Golden Gate Capital, Zale’s largest shareholder with 23.3 percent of the shares outstanding, supported the acquisition and was involved in the negotiations which led to an agreement in principal.
Of the 36.9 million votes cast in person or by proxy at the Zale meeting Thursday, 62.2 percent voted for the merger and 26.4 percent against it. Abstentions were recorded for 11.4 percent of the shares.