Kohl's Corporation (NYSE:KSS) announced that following the exclusive negotiation period with Franchise Group (“FRG”), the Kohl's Board of Directors (the “Board”) unanimously determined to conclude its strategic review process. The current financing and retail environment was reflected in the price and terms of FRG's most recent proposal, which was not fully executable or complete. "Throughout this process, the Board has been committed to a deep and comprehensive review of strategic alternatives with the goal of selecting the path that maximizes value for shareholders," said Peter Boneparth, Chair of the Board.

"After engaging with more than 25 parties in an exhaustive process, FRG emerged as the top bidder and we entered into exclusive negotiations and facilitated further due diligence. Despite a concerted effort on both sides, the current financing and retail environment created significant obstacles to reaching an acceptable and fully executable agreement. Given the environment and market volatility, the Board determined that it simply was not prudent to continue pursuing a deal.

As always, the Board remains open to all opportunities to maximize value for shareholders, and we look forward to actively engaging with our shareholders as we move forward to ensure we are considering their perspectives in our plans.” Boneparth continued, “Kohl's is a financially strong Company that generates substantial free cash flow and has a clear plan to enhance its competitive position and improve performance over the long term. Highlighting the Board's confidence in the Company's strategic plan, the Board reaffirms its commitment to an accelerated share repurchase program following the Company's Second Quarter earnings results announcement”. The Kohl's Board and management team remain committed to creating value for shareholders and are exploring further opportunities in the near and long term.

The Board reaffirmed its commitment to executing a $500 million Accelerated Share Repurchase program, to commence immediately following the Company's Second Quarter earnings results. This is part of the Company's previously announced $3 billion share repurchase authorization. The Board is also currently reviewing other opportunities to unlock shareholder value, including reevaluating monetization opportunities for portions of the Company's real estate portfolio.