- Offer is superior in value and treatment of all
shareholders, including minority shareholders
- Unlike the Insider Issuer Bid, the Catalyst offer is a bona
fide, independently financed all-cash offer that can be completed
in a timely manner
- Catalyst will allow other shareholders to participate as
equity sponsors and is supportive of other approaches to obtain
higher value for shareholders
- Coercive and opportunistic Insider Issuer Bid results
directly from a non-arm's length process, whereby insiders
attempted to preclude alternative bidders
- Catalyst has filed a complaint with the Ontario Securities
Commission regarding conduct by the Baker Group and HBC noting
their actions are contrary to the public interest, including
misrepresentations in circular and other potential securities law
violations and a deeply flawed process by which the Company
accepted Baker Group offer
- Catalyst will continue to oppose the Insider Issuer Bid and
calls on the HBC Board to conduct a true strategic alternative
process to maximize value for the benefit of all shareholders
- Shareholders urged to vote AGAINST the Insider Issuer Bid
utilizing the HBC proxy
TORONTO, Nov. 27, 2019 /PRNewswire/ - The Catalyst Capital
Group Inc., on behalf of investment funds managed by it,
("Catalyst") today announced that it has offered to acquire
all of the issued and outstanding shares of Hudson's Bay Company
(TSX: HBC) ("HBC" or the "Company") for cash
consideration of $11.00 per common
share (a "Common Share").
Catalyst currently exercises control or direction over
32,236,878 Common Shares, representing approximately 17.48% of the
issued and outstanding Common Shares. Catalyst is the third largest
individual holder and the largest minority holder of equity
securities of HBC.
Catalyst is deeply concerned with the financial terms and
structure of the Company-sponsored share buyback (the "Insider
Issuer Bid") outlined in the October 20,
2019 arrangement agreement (the "Baker Group
Agreement") between insiders led by Mr. Richard Baker (the "Baker Group") and the
Company. The Insider Issuer Bid only uses assets of the Company
which belong to all shareholders. Catalyst believes the Insider
Issuer Bid is inadequate and undervalues the Company on multiple
metrics. The Insider Issuer Bid also has substantial negative tax
consequences to a significant number of shareholders.
As a consequence, Catalyst is offering HBC shareholders a
superior, independently financed, all-cash transaction that can be
completed in a timely manner, subject to a short period to complete
customary due diligence. Catalyst is prepared to consider
making a higher offer based on the results of its due diligence and
the cooperation of the Special Committee, and is also prepared to
allow other shareholders to be co-equity sponsors to join its
offer. Catalyst expects that its offer could be voted on by
shareholders and closed by February 2020. The letter to the
HBC Board outlining the superior offer is appended below (Appendix
A). Catalyst urges the HBC Board and the Special Committee to act
in the best interest of all shareholders and fairly evaluate
Catalyst's superior offer.
Gabriel de Alba, Managing
Director and Partner of Catalyst, said, "We are pleased to offer
all HBC shareholders a superior offer to the flawed and coercive
transaction constructed by Richard
Baker. The Catalyst offer is independently financed,
superior in both value and treatment of shareholders and can be
completed in a timely manner.
"It has been a revelation to us how far Richard Baker will go to acquire this iconic
company for as cheaply as possible, without putting up a penny of
his own money. Last year insiders disclosed a value of $28 per share for the real estate and now they
want us to believe that over $2.5
billion of value has conveniently and suddenly disappeared.
HBC has not protected its minority shareholders and has
allowed its large and sophisticated shareholders, apparently in
breach of a standstill and duty of confidence, to create a control
position with the benefit of insider information. This
ultimately led to a corrupted valuation process in which metrics
were handpicked to guide to a desired conclusion.
"Shareholders deserve and demand better. The HBC Board now has
the opportunity to fulfill its fiduciary duty and maximize value
for all shareholders. Catalyst is committed to taking the
necessary steps to ensure that its superior offer is evaluated on
its merits and that the Board is able to liberate itself from the
coercive influence of Richard Baker
and act for us all. We are prepared to participate in an open, fair
and competitive auction process."
Catalyst Files Complaint with the Ontario Securities
Commission
Catalyst has reviewed in detail the disclosures by HBC related
to the Insider Issuer Bid, the Company's background to the Baker
Group proposal and agreement as well as historical disclosures.
Catalyst believes that the conduct by the Baker Group is
unprecedented in the manner in which insiders of the Company have
designed and put forward a coercive offer through a non-arm's
length process that sought to preclude alternative bidders.
The Insider Issuer Bid follows an earlier failed attempt by
Richard Baker to acquire the Company
and is inconsistent with HBC's consistently bullish claims about
the value of the underlying real estate. As a result, Catalyst was
compelled to file a complaint with the Ontario Securities
Commission (the "OSC") regarding various matters, some of
which are outlined below.
Timing of SIGNA Transaction is Highly Suspect
On June 10, 2019, at 8:56 AM, the Company announced the sale of its
remaining European real estate and related joint venture to its
partner SIGNA for $1.5 billion
("SIGNA Transaction").
On June 10, 2019, at 9:01 AM, the Baker Group announced their initial
$9.45 per share offer
- The Baker Group offer was conditioned on the completion of the
SIGNA Transaction so that proceeds from the sale could be used to
buy out the minority shareholders, for the benefit of the Baker
Group only
- The Baker Group would have had to create a consortium,
negotiate economic and governance terms of the proposal amongst the
multiple members of their group and document these into agreements
before the announcement
- The Baker Group has not released their lock-up/cooperation
agreement to the public; it is not clear when the Baker Group
commenced negotiations to act together, but it is certain that
negotiations took place in parallel with the SIGNA Transaction
It would appear unlikely that the Baker Group could have
announced the offer so quickly, which was structured to be
contingent upon completion of the SIGNA Transaction, without access
to material confidential information. This raises fundamental
issues of fairness and is deeply troubling.
Negotiations Were Not Arm's Length
The Company has stated that the Baker Group Agreement was
negotiated between the Company on "one side" and key Company
management and advisors on "the other side"
- The Baker Group hired the historical legal and financial
advisors of the Company, who would be familiar with HBC and its
operations, to act for the Baker Group in the negotiations
- The Baker Group includes seven of the directors and officers of
the Company, including Richard Baker
and Ian Putnam (President, Real
Estate and Chief Corporate Development Officer), who are two of the
most senior and highly paid members of the Company's management
team
- The Special Committee sought advice from JP Morgan, which had
previously worked for the Company and therefore likely worked
closely with Baker
- The financial advisors and the Special Committee relied on
projections and analysis prepared by conflicted management (who
will personally benefit from the transaction) to create valuations
and financial assessments
- The Baker Group accessed confidential information of HBC
apparently without non-disclosure agreements
- Fabric Luxembourg Holdings S.à r.l., a member of the Baker
Group, is a holder of 50,919,608 preferred shares of the Company
and appears to have been in breach of its standstill provisions
with the Company
Baker Group's and Management's Incentives are Unknown
Benefits to the Baker Group and management are disproportionate
to those of minority shareholders
- The Baker Group and the Company have agreed to an "Agreed
Reorganization," which has not been publicly disclosed and is
likely to provide significant benefits to the Baker Group; thereby
creating unknown incentives
- The Baker Group Agreement contemplates that all outstanding
restricted share units, ("RSUs"), regardless of whether
vested or unvested, are being cashed out, although the Company's
RSU Plan allows RSUs to be rolled over in the event of a change of
control transaction
- Additionally, certain members of management will receive new
equity grants as part of a compensation package notwithstanding
that their RSUs are being cashed out and their performance share
units are being terminated for failure to hit performance
targets
- Minority shareholders are disproportionately and negatively
impacted by tax consequences because of the structure used by
HBC
-
- With the withholding tax factored in for non-residents of
Canada and higher taxes for
individual Canadian shareholders, the $10.30 per share offer does not, for all
practical purposes, appear to represent a meaningful increase from
the Baker Group's original and "inadequate" $9.45 per share offer
Misrepresentations in Circular and Related Breaches of
Securities Law
- The Company fails to provide a summary of the critical
appraisal for the Saks Fifth Avenue flagship store, in breach of
securities laws
- As noted above, it is false to state that the Baker Group
Agreement was "the result of a robust negotiation process that was
undertaken at arm's length between the Special Committee and its
advisors, on the one hand, and the Baker Group and their advisors,
on the other hand"
- In breach of securities law, the Circular does not identify Mr.
Ian Putnam, who is part of the
majority, and his shareholdings
- The full benefits to the Baker Group are not disclosed in the
Circular
-
- Saved costs of undertaking transaction as a share buyback,
which is detrimental to the minority shareholders as a result of
the significant tax leakage
- Terms of the "Agreed Reorganization" and potential benefits to
the Baker Group are not disclosed
Corrupted Valuations
The valuations and appraisals relied upon by the Special
Committee are corrupted, thereby understating the true value of the
Company's real estate
- Value of Saks Fifth Avenue flagship inexplicably declined by
over $2.7 billion
- The appraisal of Saks Fifth Avenue flagship store was subject
to constraints imposed by the Company that may have resulted in an
understatement of the full value of the property
- $825 million of supposed
restructuring costs and dead rent expenses were not independently
reviewed by specialist advisors and may have been inflated,
resulting in less value to minority shareholders
OSC Needs to Act
The Insider Issuer Bid is the result of a deeply flawed process.
The Insider Issuer Bid, and the negotiations among the Baker Group
leading up to the making of that proposal, could only have been
made based on material information that was not generally
disclosed. The proposal and related negotiations thus likely
involved breaches of management and director fiduciary duties and
related duties of confidence. In addition, the Baker Group
was formed with the goal of seeking to negate key aspects of the
mandate of the Special Committee, including the consideration of
any alternative transactions available to the Company, and
otherwise acted in a coercive manner to undermine the Special
Committee. If this type of transaction and conduct is condoned, it
would serve to undermine confidence in the fairness and integrity
of the capital markets overall. Catalyst implores the OSC to
examine the Insider Issuer Bid and take appropriate action.
Advisors
BTIG, LLC is serving as financial advisor to Catalyst and
McMillan LLP as Canadian counsel, and Brown Rudnick LLP and Latham
& Watkins LLP as U.S. counsel. Gagnier Communications is
serving as strategic communications counsel. Laurel Hill Advisory
Group is serving as shareholder communications advisor and
information agent.
We urge fellow shareholders to vote AGAINST the Insider
Issuer Bid utilizing the proxy mailed to you by HBC
We urge shareholders to VOTE AGAINST the Insider Issuer
Bid and all related proposals to be voted upon at the HBC
shareholders' meeting scheduled for December
17, 2019 (the "Meeting"). Your vote matters.
We thank shareholders for their strong support to date. The
rejection of the Insider Issuer Bid is a key step for the
maximization of shareholder value. Notwithstanding the threats of
Mr. Baker and the Company regarding declining share prices if we
reject their proposal, we can act together to enhance shareholder
value.
IF YOU HAVE ALREADY VOTED ON THE PROXY CARD SENT TO YOU BY HBC
AND WANT TO CHANGE YOUR VOTE, YOU CAN STILL DO SO BY SIMPLY
RECASTING YOUR VOTE AGAINST. ONLY YOUR LATEST DATED PROXY
CARD WILL COUNT.
If you have any questions, or need help executing your vote,
contact Laurel Hill Advisory Group at: 1-877-452-7184 or
1-416-304-0211 or email assistance@laurelhill.com. There is a team
standing by to assist you.
Additional Information
Catalyst is relying on the exemption under section 9.2(4) of
National Instrument 51‐102 ‐ Continuous Disclosure
Obligations to make this public broadcast solicitation. The
following information is provided in accordance with corporate and
securities laws applicable to public broadcast solicitations.
This solicitation is being made by Catalyst, and not by or on
behalf of the management of HBC. Laurel Hill Advisory Group will
receive a fee of $50,000 for its
services as Information Agent plus ancillary payments and
disbursements. Based upon publicly available information, HBC's
registered office is at 401 Bay Street, Suite 500, Toronto, Ontario, Canada M5H 2Y4 and its head
office is at 8925 Torbram Road, Brampton,
Ontario, Canada L6T 4G1. Catalyst is soliciting proxies in
reliance upon the public broadcast exemption to the solicitation
requirements under applicable Canadian corporate and securities
laws, conveyed by way of public broadcast, including press release,
speech or publication, and by any other manner permitted under
applicable Canadian laws. In addition, this solicitation may be
made by mail, telephone, facsimile, email or other electronic means
as well as by newspaper or other media advertising and in person by
employees of Catalyst. All costs incurred for the solicitation will
be borne by Catalyst.
A registered shareholder who has given a proxy may revoke the
proxy before it has been exercised by: (i) completing a proxy form
that is dated later than the proxy form being revoked and mailing
or faxing it to TSX Trust Company so that it is received before
10:00 a.m. (Toronto time) on December 13, 2019 or, if the Meeting is adjourned
or postponed, 48 hours prior to the time of the Meeting (excluding
Saturdays, Sundays and holidays); (ii) sending a revocation notice
in writing to the Corporate Secretary of the Company at its
registered office so that it is received at any time up to and
including the last business day before the date of the Meeting (the
notice can be from the shareholder or the authorized attorney of
such shareholder); (iii) making a request in writing to the chair
of the Meeting that its proxy be revoked; or (iv) any other manner
permitted by law. A non‐registered shareholder may revoke a form of
proxy or voting instruction form given to an intermediary at any
time by written notice to the intermediary in accordance with the
instructions given to the non-registered shareholder by its
intermediary. Non-registered shareholders should contact their
broker for assistance in ensuring that forms of proxies or voting
instructions previously given to an intermediary are properly
revoked. None of Catalyst and its directors and officers, or, to
the knowledge of Catalyst, any associates or affiliates of the
foregoing, has any material interest, direct or indirect, in any
transaction since the commencement of HBC's most recently completed
financial year, or in any proposed transaction which has materially
affected or will materially affect HBC or any of its subsidiaries,
other than as set out herein. None of Catalyst or, to its
knowledge, any of its associates or affiliates, has any material
interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon at any
upcoming shareholders' meeting, other than as set out herein.
Shareholders with questions or who need assistance with their
proxies can contact the Information Agent:
Laurel Hill Advisory Group
North America Toll Free:
1-877-452-7184
Collect Calls outside North
America: 1-416-304-0211
Email: assistance@laurelhill.com
Catalyst continues to consider certain other actions to oppose
the Insider Issuer Bid and ensure the success of its offer,
including speaking with certain securityholders of the Company and
other persons, and the solicitation of proxies from securityholders
of the Company in opposition to the Insider Issuer Bid and
regarding related matters. Catalyst continues to believe that it
and other shareholders of the Company, who taken together
beneficially own or exercise control or direction over a sufficient
number of Common Shares to prevent shareholder approval of the
Insider Issuer Bid, will vote against the Insider Issuer Bid.
Depending on market conditions and other factors, Catalyst may in
the future increase or decrease its control or direction over
securities of the Company through open market transactions, private
agreements or otherwise. This press release is also issued pursuant
to National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues, which
requires a report to be filed on SEDAR (www.sedar.com) containing
additional information with respect to the foregoing matters. To
receive a copy of the early warning report filed in respect of the
above matters, please contact Dan
Gagnier as outlined below.
Appendix A
THE CATALYST CAPITAL GROUP INC.
181 Bay Street
Suite 4700, P.O. Box 792
Toronto, ON M5J 2T3
Telephone: 416-945-3000
Facsimile: 416-945-2060
November 27, 2019
CONFIDENTIAL
BY ELECTRONIC MAIL
Special Committee of the Board of Directors
Hudson's Bay Company
401 Bay Street
Suite 500
Toronto, ON M5H 2Y4
Attention: Mr. David Leith
With a copy to:
Blake, Cassels & Graydon LLP
199 Bay Street
Suite 4000
Commerce Court West
Toronto, ON M5L 1A9
Attn: Jeffrey R. Lloyd and
Michael Gans
RE: HUDSON'S BAY
COMPANY
Ladies and Gentlemen:
The Catalyst Capital Group Inc., on behalf of investment funds
managed by it, ("Catalyst" or the "Sponsor") is
pleased to submit this proposal for the acquisition of all of the
voting and equity securities of Hudson's Bay Company ("HBC" or the
"Company"). Please note that capitalized terms used herein,
which are defined in the arrangement agreement made as of
October 20, 2019 between Rupert
Acquisition LLC and the Company (the "Baker Agreement"),
shall have the meanings ascribed thereto in the Baker
Agreement.
Catalyst exercises control or direction over 32,236,878 Common
Shares, representing approximately 17.48% of the issued and
outstanding Common Shares, which makes it the third largest
individual holder of equity securities of HBC. As such, Catalyst is
deeply invested in the long-term value of the equity and the
stewardship of HBC.
Catalyst is concerned with the financial terms and structure of
the Company-sponsored share buyback outlined in the Baker Agreement
(the "Insider Issuer Bid"), which it believes is inadequate
and undervalues the Company on multiple metrics. The Insider Issuer
Bid also has significant negative tax consequences to a significant
number of Shareholders. As a result, Catalyst has sought to provide
an alternative to minority Shareholders.
We are therefore pleased to inform you that Catalyst is prepared
to acquire all of the issued and outstanding Common Shares not
already owned by it, the Preferred Shares on an as-converted basis
and related equity securities, for cash consideration of
$11.00 per Common Share (the
"Catalyst Transaction"). The Catalyst Transaction will have
superior tax consequences for non-residents and individual Canadian
Shareholders compared to the Insider Issuer Bid since it will be an
arm's length offer. We have no doubt that the Catalyst Transaction
is more favourable, from a financial point of view, to the
Shareholders (other than the Continuing Shareholders) than the
Insider Issuer Bid and the arrangement contemplated under the Baker
Agreement.
Catalyst expects that the Catalyst Transaction will be completed
by way of a plan of arrangement under the provisions of the CBCA or
such other structure as determined based on corporate, tax and
securities law and other considerations, and will comply with all
applicable laws. The terms of the definitive agreement that will
give effect to the Catalyst Transaction (including the conditions
to closing) (the "Catalyst Agreement") will be no less
favourable to the Company than the terms set out in the Baker
Agreement. Catalyst will also welcome other persons who wish to
participate as equity sponsors.
Catalyst believes that the Catalyst Transaction is reasonably
capable of being completed without undue delay, and expects that
the meeting of Shareholders to approve the Catalyst Transaction can
be held, and the Catalyst Transaction completed, by February 2020.
The Catalyst Transaction will not be subject to any financing
contingency. Catalyst can confirm that adequate arrangements have
been made for the required financing to complete the Catalyst
Transaction without undue delay, all as set out in Schedule A
hereto. The Sponsor will roll over its equity holdings in the
Company (32,236,878 Common Shares) valued at approximately
$355 million and will contribute
additional cash as required. Equity cash contributions are expected
to be not less than $135 million. In
addition, we have the support of large international financial
institutions and other financing sources (the "Lenders") to
provide additional financing as set out in Schedule A hereto
(collectively, the "Sponsor Debt Financing"). The
Lenders have indicated that they are highly confident that they can
structure and syndicate credit facilities in an amount sufficient
to fund the remaining portion of the Catalyst Transaction, as well
as provide excess liquidity and additional working capital for the
Company on a go forward basis. A portion of the funds from the
Sponsor Debt Financing will also be used to repay some of the
Company's indebtedness, including the Company's existing
asset-based revolving credit facility. The Lenders have indicated
that they are prepared to begin financial and legal due diligence
immediately upon receipt of access, under the terms of a
confidentiality agreement with the Company, to information and
materials necessary to complete their financial and legal diligence
and to structure and document the potential Sponsor Debt
Financing.
For Catalyst's part and the avoidance of any doubt, Catalyst is
committed to gaining the support of the Board of Directors and
announcing the Catalyst Transaction as a Superior Proposal as soon
as possible. Catalyst believes that this process can be finalized
within the next 21 days and you should regard this letter as open
for your acceptance until 5:00 p.m. (Eastern
time) on Friday, November 29, 2019. Your acceptance of this
letter will confirm that the Board of Directors considers that the
Catalyst Transaction constitutes or would reasonably be expected to
constitute or lead to a Superior Proposal.
In conjunction with the drafting and negotiation of the Catalyst
Agreement and the finalization and execution of the agreements that
would give effect to the Sponsor Debt Financing, Catalyst's
advisors are prepared to commence due diligence on HBC as soon as
possible and the Sponsor is prepared to enter into a standard form
of confidentiality agreement with HBC. Please provide a copy of
such confidentiality agreement at your earliest convenience.
In connection with the Catalyst Transaction, Catalyst has
engaged BTIG, LLC as financial advisor, McMillan LLP as Canadian
counsel, and Brown Rudnick LLP and Latham & Watkins LLP as U.S.
counsel. Please have your financial or legal advisor contact
Dennis King of BTIG, LLC at
212-738-6194 or Paul Davis of
McMillan LLP at 416-307-4137 should you have any questions in
relation to this letter.
Please do not hesitate to contact the undersigned should you
wish to discuss the above.
Yours truly,
THE CATALYST CAPITAL GROUP INC.,
on behalf of
investment funds managed by it
per:
|
"Gabriel de
Alba"________________
|
|
Gabriel de
Alba
|
|
Managing Director and
Partner
|
AGREED AND ACCEPTED THIS ____ DAY OF NOVEMBER, 2019:
HUDSON'S BAY COMPANY
per:
|
________________________________
|
|
Name:
|
|
Title:
|
|
|
cc:
|
David
Schwartz
|
|
EVP, General Counsel
& Corporate Secretary
|
|
Hudson's Bay
Company
|
SCHEDULE A
Sources of Funds (in millions of CDN$)
(US$:CDN$ 1:1.32)
Equity Cash
Contributions(1)
|
$135.0
|
ABL and
FILO(2)
|
$2,409.0
|
Term
Loan(3)
|
$363.0
|
Additional Secured
Financing(4)
|
$600.0
|
Total
|
$3,507.0
|
Notes:
|
|
(1)
|
Equity Cash
Contributions excludes the 32,236,878 Common Shares currently held
by the Sponsor.
|
(2)
|
ABL and FILO
comprises of: (i) a up to CDN$2,310m (US$1,750m) senior secured
credit facility and (ii) a CDN$99m (US$75m) senior secured
first-in, last-out credit facility.
|
(3)
|
Term Loan consists of
a senior secured term loan of CDN$363m (US$275m).
|
(4)
|
Additional secured
financing of CDN$600m, for which the Sponsor has received two
independent highly confident letters from large financial
institutions.
|
Use of Proceeds (in millions of CDN$)
(US$:CDN$ 1:1.32)
Aggregate purchase
price for issued and
outstanding Common Shares, Preferred Shares,
RSUs, DSUs, in-the-money Options and Phantom
Share Units(1)
|
$2,375.7
|
Repayment of Global
ABL(2)
|
$865.0
|
Repayment of Other
Loans
|
$27.0
|
Total(3)
|
$3,267.7
|
Notes:
|
|
(1)
|
Common Shares,
Preferred Shares, RSUs and DSUs per Circular, Phantom Share Units
per Arrangement Agreement and in-the-money options per HBC's 2018
Annual Consolidated Financial Statements.
|
(2)
|
Outstanding Global
ABL as of August 3, 2019.
|
(3)
|
Uses exclude excess
liquidity.
|
Liquidity At Close (in millions of CDN$)
(US$:CDN$ 1:1.32)
Excess
Liquidity
|
$239.3
|
Cash and Cash
Equivalents(1)
|
$21.0
|
Proceeds from the
Europe Sale(2)
|
$976.1
|
Total
|
$1,236.4
|
Notes:
|
|
(1)
|
Cash and cash
equivalents as of August 3, 2019.
|
(2)
|
Proceeds from HBC
Europe Sale per Circular.
|
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including
statements regarding completion of the Catalyst transaction, timing
of the shareholder meeting in connection therewith, structure and
closing of and financing for the Catalyst transaction, and Catalyst
and other shareholders' intention to vote against the Insider
Issuer Bid, contain "forward-looking statements" and are
prospective in nature. Forward-looking statements are not based on
historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties that could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "intends", "anticipates", or variations
of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or
"will" be taken, occur or be achieved. Although Catalyst believes
that the expectations reflected in such forward-looking statements
are reasonable, such statements involve risks and uncertainties,
and undue reliance should not be placed on such statements.
Material factors or assumptions that were applied in formulating
the forward-looking information contained herein include the
assumption that the Catalyst transaction will be completed in a
timely manner and with the support of the Special Committee and
approved by HBC shareholders, that Catalyst will be able to secure
the necessary financing to complete its proposed transaction,
satisfaction of due diligence, that shareholders who currently
oppose the Insider Issuer Bid will continue to do so, the business
and economic conditions affecting HBC's operations will continue
substantially in the current state, including, without limitation,
with respect to industry conditions, general levels of economic
activity, continuity and availability of personnel and third party
service providers, local and international laws and regulations,
foreign currency exchange rates and interest rates, inflation, and
taxes, and that there will be no unplanned material changes to
HBC's facilities, operations and customer and employee relations.
Catalyst cautions that the foregoing list of material factors and
assumptions is not exhaustive. Many of these assumptions are based
on factors and events that are not within the control of Catalyst
and there is no assurance that they will prove correct. Important
factors that could cause actual results, performance or
achievements to differ materially from those expressed or implied
by such forward-looking statements include, among other things,
actions taken by HBC or the Baker Group with respect to Catalyst's
offer, the Insider Issuer Bid and agreements entered into among HBC
and the Baker Group, Catalyst's ability to secure the necessary
financing to complete the Catalyst transaction, the results of
Catalyst's due diligence on HBC, industry risk and other risks
inherent in the running of the business of HBC, foreign currency
exchange rates and interest rates, general economic conditions,
legislative or regulatory changes, changes in income tax laws, and
changes in capital or securities markets. These are not necessarily
all of the important factors that could cause actual results to
differ materially from those expressed in any of Catalyst's
forward-looking statements. Other unknown and unpredictable factors
could also impact its results. Many of these risks and
uncertainties relate to factors beyond Catalyst's ability to
control or estimate precisely. Consequently, there can be no
assurance that the actual results or developments anticipated by
Catalyst will be realized or, even if substantially realized, that
they will have the expected consequences for, or effects on,
Catalyst or HBC and their respective future results and
performance. Forward-looking statements in this press release are
based on Catalyst's beliefs and opinions at the time the statements
are made, and there should be no expectation that these
forward-looking statements will be updated or supplemented as a
result of new information, estimates or opinions, future events or
results or otherwise, and Catalyst disavows and disclaims any
obligation to do so, except as required by applicable law.
View original
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SOURCE The Catalyst Capital Group Inc.