Just Say Yes

A special committee of independent directors has recommended that Intimate Brands stockholders accept the exchange offer by The Limited Inc. (Columbus, Ohio).

In February, The Limited — which already owns 84 percent of its one-time wholly owned subsidiary — had announced its intention to buy back all the outstanding Intimate Brands shares via a stock swap. The offer was met by anger and the threat of lawsuits on the part of Intimate Brands stockholders who felt the offer was “inadequate and unfair.”

Last week, The Limited improved its offering by increasing the exchange ratio to 1.10 shares of The Limited for each share of Intimate Brands. (The original offer had been 1.046 shares of The Limited.) The second offer expires March 20, 2002.

The special committee of outside directors, which recommended that the Intimate Brands stockholders tender their shares of Class A common stock in accordance with the offer, is composed of Donna A. James (as chair), executive vp, president and chief administrative officer of Nationwide insurance; Dr. William E. Kirwan, president of The Ohio State University; and Dr. Roger D. Blackwell, Ohio State professor of marketing (and president and ceo of Roger Blackwell Associates, Inc.).

Intimate Brands is comprised of Victoria's Secret, Bath & Body Works and White Barn Candle Co. In 1995, it was spun off by The Limited, which retained 84 percent ownership.