Shareowners of The May Department Stores Company Approve Merger With Federated Department Stores, Inc.
July 13 2005 - 11:55AM
PR Newswire (US)
Shareowners of The May Department Stores Company Approve Merger
With Federated Department Stores, Inc. NEW YORK, July 13
/PRNewswire-FirstCall/ -- The May Department Stores Company
(NYSE:MAY) announced at its annual meeting today that its
shareowners have approved the proposed merger with Federated
Department Stores, Inc. (NYSE:FD). According to the merger
agreement, each share of May common stock will be converted into
the right to receive $17.75 per share of cash and 0.3115 shares of
Federated stock. Closing of the merger transaction is contingent on
completion of anti- trust reviews. Federated and May continue to
expect to close the merger in the third quarter of 2005. Record
owners of stock on the date of the merger will receive materials to
complete and return with their stock certificates to obtain their
merger consideration shortly after the date of the merger. John L.
Dunham, May's chairman, president and chief executive officer, told
shareowners attending the meeting that May believes "the new
organization will be a stronger company than either of us could
have been on our own. We'll be able to grow sales, store-for-store
sales, and profits faster than either company could do on its own.
In simple terms, together we will be much stronger in every aspect
of the business than either company could be independently." May's
shareowners also elected four directors to one-year terms expiring
in 2006: Marsha J. Evans, president and chief executive officer of
The American Red Cross; David B. Rickard, executive vice president,
chief financial officer and chief administrative officer of CVS
Corporation; Joyce M. Roche, president and chief executive officer
of Girls Incorporated; and R. Dean Wolfe, executive vice president
of acquisitions and real estate for May. In addition, shareowners
approved an amendment to May's certificate of incorporation to
provide for the annual election of directors and ratified the
appointment of Deloitte & Touche LLP as May's independent
registered public accounting firm. The May Department Stores
Company currently operates 487 department stores under the names of
Famous-Barr, Filene's, Foley's, Hecht's, Kaufmann's, Lord &
Taylor, L.S. Ayres, Marshall Field's, Meier & Frank,
Robinsons-May, Strawbridge's, and The Jones Store, as well as 243
David's Bridal stores, 453 After Hours Formalwear stores, and 11
Priscilla of Boston stores in its Bridal Group. May operates in 46
states, the District of Columbia, and Puerto Rico. This release
contains statements about expected future events that are
forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not
limited to, Federated and May's expectations regarding the
anticipated closing and other statements that are not historical
facts. Such statements are based upon the current beliefs and
expectations of Federated and May's management and are subject to
significant risks and uncertainties. Actual results could differ
materially from those expressed in the forward-looking statements
contained in this document because of a variety of factors,
including a significant change in the timing of, or the imposition
of any government conditions or legal impediments to, the closing
of the proposed transaction. Additional factors that may affect the
future results of Federated and May are set forth in the companies'
filings with the SEC, which are available at http://www.fds.com/
and http://www.mayco.com/, respectively. For further information,
please contact Sharon Bateman at 314-342-6494. DATASOURCE: The May
Department Stores Company CONTACT: Sharon Bateman, +1-314-342-6494,
for The May Department Stores Company Web site:
http://www.mayco.com/ http://www.fds.com/
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