- At the Request of the Special Committee of HBC, Catalyst
has Extended Deadline for Acceptance of its Offer Letter to
5pm (Eastern) December 2, 2019
TORONTO, Dec. 2, 2019 /CNW/ - The Catalyst Capital Group
Inc., on behalf of investment funds managed by it,
("Catalyst") today provided an update on its offer 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 disclosed its independently financed, all-cash
transaction on November 27, 2019, as
a superior offer in both financial terms and structure to 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.
Gabriel de Alba, Managing
Director and Partner of Catalyst, said, "We have granted the
extension requested by the HBC Special Committee based on
indications of positive progress and we look forward to working
with them to complete a transaction based on our superior offer in
a timely manner. We, however, will not tolerate any
negotiations in bad faith and remain concerned about the Board's
willingness to have an open process to maximize value for all
shareholders. Transparency to minority shareholders is
critical given the numerous issues related to the Baker Group
Agreement. It is also time to remove the limitations imposed
on the Special Committee and create an open and competitive
process. As such, we will continue to take appropriate steps
to ensure that the Special Committee pursues opportunities that
benefit all shareholders."
Added de Alba, "We have received strong support from
shareholders and other stakeholders of HBC, including from
shareholders that would wish to be a co-sponsor of our offer and
participate in supporting the Company over the long-term. The
Special Committee now needs to act and if the status quo remains,
we will vote against the Baker Group Agreement and urge our fellow
shareholders to do the same."
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. Richard 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.
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
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including
statements regarding completion of the Catalyst transaction and the
structure and financing thereof and support of Catalyst from other
shareholders and stakeholders of HBC, 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 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.
SOURCE The Catalyst Capital Group Inc.