Special Committee of the Board of Hudson’s Bay Company Responds to Proposal from Catalyst Capital Group
03 Dezember 2019 - 3:54AM
Business Wire
The Special Committee of the Board of Directors of Hudson’s Bay
Company (TSX:HBC) (“HBC” or the “Company”) today announced that it
has concluded that the unsolicited proposal from The Catalyst
Capital Group Inc. (“Catalyst”) to acquire HBC is not reasonably
capable of being consummated. As a result, the Catalyst proposal
cannot be a Superior Proposal for the purposes of the Arrangement
Agreement between HBC and Rupert Acquisition LLC dated October 20,
2019 (the “Arrangement Agreement”).
The Special Committee gave careful consideration to the Catalyst
proposal and the opportunity to pursue it. Following its receipt of
the Catalyst proposal, the Special Committee requested and received
from Catalyst additional information regarding the proposal,
including with respect to the intended financing of the proposed
transaction, the due diligence required to be completed by
Catalyst, and other matters. In order to have more time to consider
the proposal, the Special Committee also sought, and was granted,
an extension from Catalyst to the November 29, 2019 deadline that
Catalyst had originally established for receiving a response to its
proposal.
The Continuing Shareholders (as defined in the Arrangement
Agreement) confirmed to the Special Committee today that they, in
their capacity as shareholders, are not interested in any
transaction that would result in a sale of their interests in HBC.
As the Continuing Shareholders collectively own approximately 57%
of the common shares of HBC on an as-converted basis, and the
transaction proposed by Catalyst would require approval by at least
three-quarters of the votes cast at a meeting of shareholders held
to approve the transaction, the opposition of the Continuing
Shareholders to the transaction proposed by Catalyst means the
transaction is incapable of being completed.
The Special Committee continues to recommend that minority
shareholders vote for the special resolution approving the
Arrangement at the meeting of HBC shareholders to be held on
December 17, 2019.
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 the transaction 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 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; (f)
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; (g) risks and uncertainties relating to
information management, technology, supply chain, product safety,
changes in law, competition, seasonality, commodity price and
business; and (h) 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/20191202006011/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