Shareholders of Ann Inc. have given the go-ahead to the specialty retailer’s acquisition by Ascena Retail Group Inc.
At a special meeting of Ann’s stockholders, a decisive majority of security holders voted for the transaction, with 37.5 million votes in support, 10,800 in opposition and 1.5 million abstentions.
A nonbinding vote opposed certain compensation arrangements for Ann’s named executive officers in connection with the merger. That vote, as recorded in a Form 8-K filling with the U.S. Securities and Exchange Commission, was 17.1 million votes in favor and 19.1 million in opposition.
The merger received approval from the Federal Trade Commission on June 17. Approval of Ascena’s shareholders wasn’t required for the transaction to go through.
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The two companies agreed in May to a $2.15 billion combination in which Ann shareholders would receive $37.34 in cash and 0.68 percent of an Ascena share for each share held, giving Ann’s previous holders about a 16 percent stake in Ascena. The merger creates a women’s retailing entity with more than $7.3 billion in sales and more than 4,900 stores.
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Ascena also operates the Justice, Lane Bryant, Dressbarn, Maurices and Catherines retail nameplates.
The companies expect to realize annual synergies of $150 million within three years of the completion of the merger.
Kay Krill, chairman and chief executive officer of Ann, will report to David Jaffe, chairman and ceo of Ascena.
Although Ascena has had its hands full integrating Justice, a tween and teen retailer, since acquiring it in late 2009, the company has remained focused on expanding its customer base. Its last acquisition prior to Ann was of Charming Shoppes Inc., parent of Lane Bryant, in 2012.
“Clearly, we are building a portfolio here,” Jaffe told WWD in May, adding, “We are looking to buy brands that really resonate with our customer, that have well-positioned niches that we think are both defendable and expandable. [Ann Taylor and Loft] are a notch above our existing brands and help us diversify.”
Ascena was also drawn to Ann’s high level of e-commerce penetration, more than 20 percent of Ann’s $2.53 billion in revenues.