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Proxy battle looms for Target Corp. as board rejects Pershing proposal

BY Jim Frederick

MINNEAPOLIS A battle is brewing for control of Target Corp.

Venture capitalist William “Bill” Ackman, founder and CEO of investment and hedge fund firm Pershing Square, has announced to the chagrin of Target’s board and management that he shortly will wage a proxy battle for control of the upscale discount-store giant. An activist investor known to be impatient with Target’s stock-growth performance, Ackman gained notice earlier in the decade for his occasionally successful attempts to wield influence and build shareholder value at McDonald’s, Wendy’s and Ceridian, after building shareholder stakes in those firms.

Ackman, who once called Target “probably the best retailer in the world” in an interview with Bloomberg news service, said he intends to nominate five representatives for election to Target’s board of directors at the company’s annual meeting of shareholders May 28. His announcement follows Target’s rejection of his bid for two seats on the board; and caps nearly two years of on-and-off negotiations between the 1,699-store chain and Ackman, whose firm has reportedly accumulated roughly 10% of Target’s stock since April 2007.

Among other goals, Ackman is seeking to force Target’s board to squeeze more value from its real estate holdings and possibly spin off its credit card business, according to reports.

“Pershing Square’s main focus appears to generally influence a well-run company to monetize non-core assets, underperforming assets, and ‘hidden’ assets, utilizing the free cash to fund share repurchases and/or increase dividend payouts,” noted Amit Chokshi in a report on the company on the Seeking Alpha website.

Responding today to Ackman’s bid, Target’s board and management firmly rejected his proposals.

“We are disappointed that Pershing Square has decided to pursue a costly and disruptive proxy contest, especially in light of our previous dialogue,” the board noted in a statement. “Target has a long history of being responsive to shareholders and has engaged in numerous discussions with Pershing Square over a 20-month period.”

The board also revealed its determination “to nominate for re-election at the 2009 Annual Meeting all four of the current directors whose terms expire at this year’s meeting.” Those directors are Mary Dillon, executive VP and global chief marketing officer for McDonald’s Corp.; Richard Kovacevich, chairman of Wells Fargo & Co.; George Tamke, partner with Clayton, Dubilier & Rice, Inc.; and Telstra Corp. CEO Solomon Trujillo.

“The Nominating Committee of Target’s Board… recently met with and considered Bill Ackman, and one other individual suggested by Pershing Square, for election to the Target Board,” the company announced. “After careful consideration, the Nominating Committee determined not to recommend… Mr. Ackman, or the other individual suggested by Pershing Square.

“Following Mr. Ackman’s meeting with members of Target’s Nominating Committee, but before Target’s Board met to consider the nominations, Pershing Square informally suggested two additional candidates, Richard Vague and Michael Ashner, who are now among the five representatives mentioned by Mr. Ackman in today’s announcement,” Target’s board added in rejecting the proposal. “The other two individuals named by Mr. Ackman today were not previously discussed with Target.”

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Planned marriage of United, API heralds new power player in Rx

BY Jim Frederick

PHOENIX —Seeking shelter in an economic hurricane, two of the nation’s largest pharmacy cooperatives announced plans to merge last month. The result could be the rise of a far more powerful marketing and purchasing organization with national reach—and a joint membership of more than 2,000 independent pharmacies.

The combination of Phoenix-based United Drugs and Scottsboro, Ala.-based Associated Pharmacies Inc. could streamline costs for both organizations, boost their branding capabilities and give their independent members more buying clout with vendors. The merger also could help the hard-pressed members of both groups weather the nation’s worst economic collapse in decades.

Together, the two organizations would comprise one of the nation’s largest independent pharmacy networks, on par with McKesson Corp.’s Health Mart franchise, Cardinal Health’s Leader umbrella program for independents and its Medicine Shoppe franchise, or AmerisourceBergen’s Good Neighbor Pharmacy program. Only a handful of drug, supermarket or mass merchandise chains field as big a store network.

In business for 32 years, United Drugs is a pharmacy cooperative with national reach that provides more than 1,000 independent drug store affiliates with operating expertise, third-party contracting and buying services. What’s more, “Many United Drugs pharmacies are one-stop health centers…offering unique specialty health services and screenings, hard-to-find durable medical equipment, everyday retail items and fast and accurate prescription-filling services,” the company noted.

API, formed in 1987, is a member-owned buying cooperative that “provides independent pharmacy owners an opportunity to buy like a chain,” according to a spokesperson, as well as operating and marketing tools and other services.

United Drugs CEO Bruce Semingson described the two companies as highly compatible. “API is known for running one of the nation’s most successful cooperative-owned warehouse operations, and United Drugs has one of the strongest managed care programs out there,” he said.

Added API CEO Jon Copeland, “Both our companies have long histories of providing a wide array of services and programs, as well as being vocal advocates for independent pharmacies. Now, with this strategic move, we’re confident we will become the strongest co-op of independent pharmacies in the nation.”

Contributing to the synergies of the proposed merger is the fact that both cooperatives are customers of Cardinal Health.

Providing their members approve the merger, the deal is expected to close in June.

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Brushing up on innovation to keep consumers’ interest

BY Antoinette Alexander

Oral care manufacturers continue to focus on innovation and products that tout such added benefits as whitening and greater convenience in an attempt to boost sales within this mature category. Such efforts will be increasingly important as consumers scale back on such higher-priced discretionary items as tooth whiteners in light of the economic crunch.

According to data provided by Information Resources Inc., sales within many oral care segments experienced a decline for the 52 weeks ended Jan. 25 at food, drug and mass (excluding Walmart). In fact, tooth whiteners—which had been a bright spot in oral care for some time—experienced a 12.8% drop in total sales during that period, according to IRI. However, it should be noted that sales of Crest Whitestrips did increase 7.1% to $41.6 million, making it No. 1 among the top 10 brands provided by IRI.

It comes as little surprise that most of the growth was seen among such nondiscretionary oral care products as toothpaste, which inched up 0.3%, and mouthwash, which posted a 2.4% boost.

As further evidence of this trend, Tom Ryan, chairman, president and CEO of CVS Caremark, told analysts during its fourth-quarter conference call on Feb. 19 that, despite a boost in front-end same-store sales, it is witnessing a slow down of some discretionary items. “We’re seeing some discretionary items slow down. Whiteners, you think about things like tooth whiteners and salon hair care is slowing down because people are just trading down in those areas,” Ryan said.

However, manufacturers are hoping that innovation will help keep consumers’ attention, despite their slimming wallets. Among those is Procter & Gamble, which launched in early 2009 its new Crest Whitestrips Advanced Seal for $45 for 14 doses. Positioned as a “groundbreaking adhesive formula,” the strips temporarily mold to users’ teeth so they easily can talk and even drink while using the strips.

Church & Dwight made available in March its new Arm & Hammer Advance White Brilliant Sparkle Gel toothpaste, which promises to remove 88% more plaque and whitens teeth. In addition, Church & Dwight will introduce in May its new battery-powered Pro Whitening Sonic and Pro Clean Sonic toothbrushes, which are positioned as a more cost-effective alternative compared with other sonic toothbrushes on the market that can cost between $60 and $150. These new brushes will have a suggested retail price of $14.99.

Listerine, a Johnson & Johnson Healthcare Products brand, has rolled out for 2009 its new Listerine Total Care Anticavity Mouthwash. The rinse offers consumers six benefits in one rinse: prevents cavities, restores enamel, strengthens teeth, kills bad breath germs, freshens breath and fights plaque above the gum line.

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