Nordstrom Inc. has wrapped up a $4 billion holiday gift for shareholders. But independent investors have room to ask for a more extravagant offering.

The retailer agreed on Monday to be acquired by the Nordstrom family and Mexican department store chain El Puerto de Liverpool, in a transaction valued at $6.25 billion including debt. The $24.25 per share in cash from the consortium, which controls 43% of the shares, is less Scrooge-like than the $23 it offered in September. But it’s still no knockout.

The equity component represents a 42% premium to the undisturbed price on March 18, before reports of the family’s interest in exploring a transaction surfaced. The company will also pay a special dividend of up to 25 cents. 

But the shares had fallen heavily before the family’s initial overtures, halving from $26.38 in February 2023 to $13.08 in November of that year. In March 2021, the shares were close to $46.

Given how much the stock has fallen, a 50% premium to the undisturbed price is probably necessary and would look more reasonable for independent shareholders.

This would equate to $25.59 a share, close to the level touched in February 2023, when meme stock investor Ryan Cohen built a sizeable stake. It is also just above where the shares were trading a few weeks ago, around the time that Nordstrom nudged up the lower end of its annual sales guidance.

Of course, even at this level, a bid would still be around half of the $50 the family offered in 2018, which the board rejected as too low.

It’s not hard to see why the Nordstrom clan and El Puerto de Liverpool would want to take the retailer private.

As a family-controlled company, it should be thinking for the long term, but that’s difficult when facing the constraints of quarterly reporting. Away from the glare of the equity markets, it can take necessary but difficult decisions, such as closing some stores and investing in others.

Meanwhile, competition in the sector is heating up from the combined Saks Fifth Avenue and Neiman Marcus to the potential for a more muscular Macy’s Inc., helmed by Chief Executive Officer Tony Spring. Part of his strategy is to develop Macy’s luxury brands, Bloomingdale’s and beauty retailer Bluemercury. All retailers, including department stores, must navigate potential headwinds from tariffs promised by President-elect Donald Trump too.  

But Nordstrom has an upmarket positioning, which should give it some protection. The US is expected to outperform China in luxury sales in 2025. Top-end brands are trying to reconnect with the simply comfortable rather than super-wealthy consumers they have priced out. Those circumstances may create more opportunities for premium department stores. 

Fast-growing off-price retailer Rack, smaller locations with a focus on designer brands and recently improved in-store and digital operations indicate solid growth prospects, wrote Mary Ross Gilbert, an analyst at Bloomberg Intelligence.  

The transaction must be approved by two-thirds of shareholders. A majority of independent holders also must support the deal for it to get over the line, giving them some leverage.

They should use it. In this season of giving, the Nordstrom family and El Puerto de Liverpool should be more generous.