R. H. Macy’s board approved a buy-out offer.

The retailer’s board of directors unanimously approved the $68-per-share cash offer for all of Macy’s 51.45 million shares outstanding after a committee of independent directors reviewed the bid and recommended its acceptance. Last month, the top executives of Macy, who had been rumored to be having difficulty arranging financing for their original offer of $70 a share, submitted to Macy’s directors a bid that had been reduced by $2 a share. The $3.5-billion leveraged buy-out of the nation’s 10th-largest retailer must still be voted on by Macy’s shareholders at a special meeting this spring.