The founding family is betting that the century-old retail chain will be more successful without the scrutiny and demands of the public market after shares in Nordstrom Inc. plunged 40% in the last five years. During the same period, the S&P 500 rose 84%.

As part of the transaction, which is expected to close in the first half of 2025, the family and Mexican department-store chain El Puerto de Liverpool SAB will acquire all of the outstanding common shares of Nordstrom. The Nordstrom family will have a majority ownership stake in the company of 50.1%, with Liverpool owning 49.9%. 

Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold under the terms of the agreement, the company said Monday. That’s roughly in line with where shares were trading on Monday. 

Shares in Nordstrom fell as much as 1.3% on Monday in New York. The company’s stock was up 33% so far this year as of Friday’s close as reports of a take-private deal boosted the stock price.

The board’s acceptance of the offer underscores Nordstrom’s decline from its peak and its subdued growth prospects. In 2018, the board rejected the family’s bid to take the company private at $50 per share as too low.

Nordstrom’s annual revenue, including income from credit cards, peaked at $15.9 billion in the fiscal year ending February 2019. The company was hit hard by Covid-19 and has never returned to its pre-pandemic highs. Nordstrom is expected to report $14.9 billion in total revenue at the end of the current fiscal year, according to a Bloomberg survey of analysts.

Other department-store chains in the US have also struggled as shoppers pivot to online competitors such as Amazon.com Inc., or brand-specific stores such as Louis Vuitton. Executives at Macy’s Inc., for example, are shrinking the company’s store fleet to cut costs, while the owners of Saks Fifth Avenue bought Neiman Marcus Group earlier this year.

During the past couple of years, investors had hoped that Nordstrom Rack, its off-price chain, could help buoy the company’s growth prospects and compensate for sluggish sales at the more upscale flagship chain. Shoppers flocked to competitors such as TJ Maxx, seeking deals as inflation soared post-pandemic.

But Rack’s performance has been spotty. It stumbled when executives tweaked their strategy and stopped offering as many high-end fashion brands at a discount. Rack reversed course and sales have bounced back. Company executives have focused on opening more Rack stores in recent quarters, boosting revenue.

In November, Nordstrom raised the lower end of its annual sales guidance after revenue was better than expected at Rack and the flagship chain. But the outlook is still weak, highlighting the attraction of going private: The company is forecasting that annual sales, including credit-card revenues, will be flat to up 1% versus last year.

The take-private deal will be financed through a combination of rollover equity by the Nordstrom family and Liverpool, cash commitments by Liverpool, up to $450 million in borrowings under a new $1.2 billion ABL bank financing, and company cash on hand. The board also intends to pay a special dividend of up to 25 cents a share in cash contingent on the deal closing.

The transaction must be approved by holders of two-thirds of the company’s common stock shareholders and the holders of a majority of the shares not owned by the Nordstrom family or Liverpool.

Erik and Peter Nordstrom, who are members of the company’s board, recused themselves from the vote, which unanimously approved the transaction.

“On behalf of my family, we look forward to working with our teams to ensure Nordstrom thrives long into the future,” said Erik Nordstrom, chief executive officer of Nordstrom. 

Liverpool, run by descendants of a French shareholder group that dates back more than a century, is one of Mexico’s most important department store chains, with an ornate flagship location in the capital’s historic center. The $7 billion publicly-traded company has ventured beyond Mexico in recent years, acquiring a stake in Latin American retail operator Unicomer in 2011 and attempting unsuccessfully to acquire control of Chile’s Ripley SA in 2015 before turning its eyes to the US with the Nordstrom investment.

Max David Michel, part of Liverpool’s founding family and one of the richest people in the country, retired as head of Liverpool’s board earlier this year. 

(Updates to include what stock is trading at versus the offer price.)