Zale shareholders approve merger with Signet

Dallas--The country’s two biggest specialty jewelers now are one.

After weeks of defending the deal, Zale Corp. notched a huge victory Thursday when its shareholders voted in favor of combining the retailer with rival Signet Jewelers Ltd.

The vote took place Thursday morning at Zale’s headquarters in Dallas in a meeting The Dallas Morning News described as “sparsely attended.”  Zale had not issued a statement on the vote as of press time Thursday.

The merger, a deal valued at $1.4 billion, will create a chain of more than 3,600 stores in the United States, United Kingdom and Canada, and bring some of the industry’s most well-known chain jewelers under the same umbrella of ownership: across-the-mall-hall rivals Kay Jewelers and Zales along with Piercing Pagoda and Jared the Galleria of Jewelry.

Though there were those that claimed the deal under-valued Zale, jewelry and diamond industry analyst Ken Gassman, who spent years on Wall Street as a securities analyst, said in the end he was not surprised that Zale’s shareholders approved it.

“There were enough shareholders who understand that if Zale is to survive, a merger with Signet is its best hope,” Gassman said Thursday.

New York-based hedge fund TIG Advisors, which owns a 9.5 percent stake in Zale Corp., had been pushing shareholders to vote against the acquisition, claiming that the retailer’s turnaround plan was working and that Zale was taking too low of a per-share price in a deal tainted by conflicts of interest.

Zale countered with a number of statements claiming TIG Advisors was disseminating inaccurate information about the deal, calling those involved in the fund “short-term opportunists” who were ignoring the risks not merging would place on long-term stockholders.

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Just before the vote, three shareholder proxy services that make recommendations on deals of this size weighed in on the proposed marriage of the two long-time rivals.

Two of the firms, Institutional Shareholder Services Inc. and Egan-Jones Proxy Services, recommended Zale shareholders vote for the merger while Glass Lewis & Co. said shareholders should vote against it.