23 March 2005 – LAWFUEL – The Law News Network – Jones Day is advisin…

23 March 2005 – LAWFUEL – The Law News Network – Jones Day is advising Federated Department Stores Inc. in its $17 billion acquisition of The May Department Stores Company announced on February 28. Federated will pay May’s stockholders $17.75 per share in cash and 0.3115 Federated shares for each May share, or a total of $11 billion for May’s equity. Federated also will assume approximately $6 billion of May’s debt. As part of this transaction, Federated has committed to increase its annual dividend to $1 per share.

The deal, which is the largest U.S. retailing transaction to date (excepting grocery stores), will establish Federated as a $30 billion national retailer with 950 department stores and approximately 700 bridal and formalwear stores located in 49 states, Guam, Puerto Rico and the District of Columbia. Completion of the deal is contingent on regulatory review and approval by the shareholders of both companies.

The Jones Day team is led by Lyle Ganske (Cleveland) and includes Robert Profusek (New York) and Christopher Hewitt (Cleveland) – M&A, Phil Proger (Washington) – Antitrust, and Daniel Hagen (Cleveland) – Benefits. Goldman Sachs is Federated’s financial advisor. Federated also received financial advice on certain matters pertaining to the merger from Credit Suisse First Boston. May is advised by Skadden, Arps, Slate, Meagher & Flom LLP and Morgan Stanley and received a fairness opinion from Peter J. Solomon Company, Limited.

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