Hudson’s Bay Company Confirms Receipt of Unsolicited Proposal from Catalyst Capital Group
27 November 2019 - 9:11PM
Business Wire
Hudson’s Bay Company (TSX: HBC) (“HBC” or the “Company”) today
confirmed receipt of Catalyst Capital Group Inc.’s (“Catalyst”)
unsolicited proposal to acquire HBC for CAD$11.00 per share in
cash.
The Special Committee of the HBC Board of Directors will review
the offer in consultation with its independent financial and legal
advisors to determine the course of action that is in the best
interests of HBC and the minority shareholders. No action is
required by HBC shareholders at this time. There can be no
assurances that any transaction with Catalyst will occur.
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. 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 a transaction with Catalyst will not be
completed on the terms and conditions, or on the timing, proposed,
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 a transaction; (d) the possibility of litigation
relating to a transaction; (e) credit, market, currency,
operational, real estate, liquidity and funding risks generally and
relating specifically to a transaction with Catalyst, including
changes in economic conditions, interest rates or tax rates; and
(f) 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 a transaction with
Catalyst.
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” section of HBC’s Annual Information Form dated May 3,
2019, its 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/20191127005632/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