National Jeweler Network

Market Developments

Zale shareholders approve merger with Signet

By Michelle Graff

May 29, 2014

Kay Jewelers and Zales now are owned by the same company, after Zale Corp. shareholders approved the merger of the two companies in a vote that took place Thursday morning in Dallas.

Dallas--The country’s two biggest specialty jewelers now are one.

After weeks of defending the deal, Zale Corp. notched a huge victory Thursday when its shareholders voted in favor of combining the retailer with rival Signet Jewelers Ltd.

The vote took place Thursday morning at Zale’s headquarters in Dallas in a meeting The Dallas Morning News described as “sparsely attended.”  Zale had not issued a statement on the vote as of press time Thursday.

The merger, a deal valued at $1.4 billion, will create a chain of more than 3,600 stores in the United States, United Kingdom and Canada, and bring some of the industry’s most well-known chain jewelers under the same umbrella of ownership: across-the-mall-hall rivals Kay Jewelers and Zales along with Piercing Pagoda and Jared the Galleria of Jewelry.

Though there were those that claimed the deal under-valued Zale, jewelry and diamond industry analyst Ken Gassman, who spent years on Wall Street as a securities analyst, said in the end he was not surprised that Zale’s shareholders approved it.

“There were enough shareholders who understand that if Zale is to survive, a merger with Signet is its best hope,” Gassman said Thursday.

New York-based hedge fund TIG Advisors, which owns a 9.5 percent stake in Zale Corp., had been pushing shareholders to vote against the acquisition, claiming that the retailer’s turnaround plan was working and that Zale was taking too low of a per-share price in a deal tainted by conflicts of interest.

Zale countered with a number of statements claiming TIG Advisors was disseminating inaccurate information about the deal, calling those involved in the fund “short-term opportunists” who were ignoring the risks not merging would place on long-term stockholders.

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Just before the vote, three shareholder proxy services that make recommendations on deals of this size weighed in on the proposed marriage of the two long-time rivals.

Two of the firms, Institutional Shareholder Services Inc. and Egan-Jones Proxy Services, recommended Zale shareholders vote for the merger while Glass Lewis & Co. said shareholders should vote against it.