Zale Corp., the nation's largest jewelry retailer, said yesterday it has received an unsolicited $500 million takeover bid from Peoples Jewellers Ltd., Canada's second-largest jewelry-store chain.
Peoples, which had sales last year of about $175 million, compared with Zale's $1 billion, would finance the highly leveraged offer through the sale of risky, high-yield securities known as junk bonds. Peoples offered $35 a share in cash and $5 a share in preferred stock for Zale, which closed Friday at 32 1/2, down 3/8.
Zale Chairman Donald Zale immediately predicted that the bid would be rejected by members of the Zale and Lipshy families, who control about 30 percent of the outstanding stock. Zale said the company and its financial advisor, Merrill Lynch, will review the bid so it can be presented for "later consideration" by Zale's directors.
Peoples faces two obstacles in its takeover bid for Zale, which is based in Dallas. Under Texas law, two-thirds of the shareholders must approve a merger, a margin impossible to obtain without the support of at least some members of the Zale and Lipshy families.
In addition, Peoples, which already owns 15 percent of Zale and has three seats on its board, signed an agreement five years ago prohibiting it from acquiring more than 21 percent of Zale without approval of the Zale board.
"This proposal reflects our high regard, based on our strong personal and business relationships with Zale over the past five years, for the company, its management and business," said Irving R. Gerstein, president of Peoples. "We believe our two companies have complementary strengths and have compatible strategic objectives."
Peoples, which operates 300 jewelry stores in Canada, said it has retained the Wall Street firm of Drexel Burnham Lambert Inc. to arrange financing for the proposed transaction. Peoples said Drexel has given it a letter stating that the firm is "highly confident" of its ability to provide the necessary funds.
Peoples said the buyout bid is conditioned on approval by the Zale board, Zale stockholders and various regulatory requirements.
Jean Barrow, a Zale vice president,, said the firm is now broadening its retail base. In the past, Zale has primarily been a diamond retailer. The broader array of items it is now offering will bring down the average price of goods sold in the stores, she said.
For the nine months ended Dec. 31, Zale had sales of $909.7 million and net income of $31.1 million ($2.51 a share), versus sales of $874.9 million and net income of $37.8 million ($3.13) in 1984.