Hudson’s Bay Company Provides Updated Investor Presentation Related to Privatization Transaction
26 November 2019 - 10:00PM
Business Wire
Hudson’s Bay Company (TSX: HBC) (“HBC” or the “Company”) today
announced it has made available an updated investor presentation
related to the proposed transaction in which HBC will become a
private company, owned by certain continuing shareholders (the
“Continuing Shareholders”), and the Company’s other shareholders
(the “Minority Shareholders”) will receive $10.30 in cash per
share.
The presentation outlines that the HBC Board of Directors
(excluding conflicted directors), having received the unanimous
recommendation of the Special Committee, determined that the
privatization transaction is in the best interest of HBC and fair
to the Minority Shareholders, and emphasizes the following:
- All-cash consideration at $10.30 per share
- Delivers immediate value at a significant market premium
following HBC’s efforts in recent years to realize value
- Represents a 62% premium to unaffected closing share price on
June 7, 2019, the last trading day before the Continuing
Shareholders’ initial proposal
- Represents a 52% premium to 20-day average closing share price
prior to the initial proposal
- Provides certainty in challenging retail and retail real estate
environment
The presentation also provides details around the Special
Committee’s thorough evaluation process, during which the Special
Committee considered a number of factors, including:
- HBC’s share price underperformance despite strategic
initiatives
- Significant obligations that constrain HBC’s ability to return
capital to shareholders
- The deteriorating retail environment
- The appraised real estate value of $8.75 per share, including
redevelopment analysis
- The limited alternatives for sale to third parties
- The offer premium and certainty of an all-cash transaction
Each shareholder’s vote is important regardless of the number of
shares owned. The Special Committee and the Board recommend that
Minority Shareholders vote in favor of the transaction well in
advance of the proxy voting deadline for the special meeting of
shareholders at 10:00 a.m. ET on Friday, December 13, 2019.
Shareholders who have questions or need assistance voting their
proxy should contact Kingsdale Advisors, HBC’s proxy solicitation
advisor, by telephone toll-free at 1-866-581-0512, collect at
1-416-867-2272 or via email at contactus@kingsdaleadvisors.com.
A copy of the investor presentation and other materials
regarding the transaction may be found on HBC’s website at
http://investor.hbc.com/investor-relations.
About HBC
HBC is a diversified retailer focused on driving the performance
of high-quality stores and their omni-channel platforms and
unlocking the value of real estate holdings. Founded in 1670, HBC
is the oldest company in North America. HBC’s portfolio today
includes formats ranging from luxury to premium department stores
to off price fashion shopping destinations, with nearly 250 stores
and approximately 30,000 employees around the world. HBC’s leading
businesses across North America include Saks Fifth Avenue, Hudson’s
Bay, and Saks OFF 5TH. HBC also has significant investments in real
estate joint ventures. It has partnered with Simon Property Group
Inc. in the HBS Joint Venture, which owns properties in the United
States. In Canada, it has partnered with RioCan Real Estate
Investment Trust in the RioCan-HBC Joint Venture.
Forward-Looking Statements
Certain statements made in this news release are forward-looking
statements within the meaning of applicable securities laws,
including, but not limited to, statements with respect to the
rationale of the Special Committee and the Board of Directors for
recommending the privatization transaction, the timing of steps to
be completed in connection with the transaction, and other
statements that are not material facts. Often but not always,
forward-looking statements can be identified by the use of
forward-looking terminology such as “may”, “will”, “expect”,
“believe”, “estimate”, “plan”, “could”, “should”, “would”,
“outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the
negative of these terms or variations of them or similar
terminology.
Although HBC believes that the forward-looking statements in
this news release are based on information and assumptions that are
current, reasonable and complete, these statements are by their
nature subject to a number of factors that could cause actual
results to differ materially from management’s expectations and
plans as set forth in such forward-looking statements, including,
without limitation, the following factors, many of which are beyond
HBC’s control and the effects of which can be difficult to predict:
(a) the possibility that the transaction will not be completed on
the terms and conditions, or on the timing, currently contemplated,
and that it may not be completed at all, due to a failure to obtain
or satisfy, in a timely manner or otherwise, required shareholder
and regulatory approvals and other conditions of closing necessary
to complete the transaction or for other reasons; (b) risks related
to tax matters; (c) the possibility of adverse reactions or changes
in business relationships resulting from the announcement or
completion of the transaction; (d) risks relating to HBC’s ability
to retain and attract key personnel during the interim period; (e)
the possibility of litigation relating to the transaction; (g)
credit, market, currency, operational, real estate, liquidity and
funding risks generally and relating specifically to the
transaction, including changes in economic conditions, interest
rates or tax rates; (h) risks and uncertainties relating to
information management, technology, supply chain, product safety,
changes in law, competition, seasonality, commodity price and
business; and (i) other risks inherent to the Company’s business
and/or factors beyond its control which could have a material
adverse effect on the Company or the ability to consummate the
transaction.
HBC cautions that the foregoing list of important factors and
assumptions is not exhaustive and other factors could also
adversely affect its results. For more information on the risks,
uncertainties and assumptions that could cause HBC’s actual results
to differ from current expectations, please refer to the “Risk
Factors” sections of HBC’s Annual Information Form dated May 3,
2019 and Management Information Circular dated November 14, 2019,
as well as HBC’s other public filings, available at www.sedar.com
and at www.hbc.com.
The forward-looking statements contained in this news release
describe HBC’s expectations at the date of this news release and,
accordingly, are subject to change after such date. Except as may
be required by applicable Canadian securities laws, HBC does not
undertake any obligation to update or revise any forward-looking
statements contained in this news release, whether as a result of
new information, future events or otherwise. Readers are cautioned
not to place undue reliance on these forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20191126005828/en/
Investor Relations: Jennifer Bewley, 646-802-4631
jennifer.bewley@hbc.com
Media: Special Committee Sard Verbinnen & Co. Liz
Zale and Paul Scarpetta, 212-687-8080 Meghan Gavigan, 415-618-8750
HBC-SVC@sardverb.com
Company Andrew Blecher, 646-802-4030 press@hbc.com