The HBC Continuing Shareholders Issue Statement
04 Dezember 2019 - 11:00PM
Business Wire
A group of shareholders of Hudson’s Bay Company (TSX: HBC)
(“HBC” or the “Company”), who collectively own approximately 57% of
the outstanding common shares of HBC on an as-converted basis
(collectively the “Continuing Shareholders”), today issued the
following statement:
The Continuing Shareholders are long-term and
committed owners of HBC and believe that over a period of years,
with the investment of additional capital, the business can grow
and be profitable again. We have the investment time horizon and
willingness to accept the risk and volatility associated with
owning and repositioning HBC during the department store downturn
in order to compete in a changed retail landscape.
We developed the privatization transaction
that is up for a vote on December 17, 2019 because we heard from
many shareholders of HBC that they did not share our patience or
risk tolerance. HBC’s stock has not performed well and is not
particularly liquid. The European real estate transaction, which
was executed as part of the company’s publicly stated strategy of
focusing its operating portfolio, generated net proceeds that
enabled us to offer full cash liquidity to Minority Shareholders at
a substantial premium to the stock’s unaffected price of $6.37 per
share on June 7, 2019.
The Continuing Shareholders have consistently
stated that we are not sellers. We want to remain invested in HBC.
Therefore, we will not support any transaction that results in the
sale of our stake in the Company.
HBC’s Minority Shareholders should therefore
not be misled by Catalyst Capital’s statements that it will
continue to push for a sale process or advance its unsolicited
‘offer’ for the Company. Catalyst’s ‘offer’ is illusory. Minority
Shareholders have to question the timing of the Catalyst offer. The
Continuing Shareholders were transparent in their intensions to
take the company private. Catalyst timed their illusory offer not
to consummate a deal, which they know is not possible given our
prior public statements, but in an attempt to influence Minority
Shareholders ahead of the vote. Shareholders need to understand
that there is no $11.00 offer from Catalyst available to
shareholders; there never will be, as recognized by the Special
Committee who have correctly described the Catalyst offer as ‘not
reasonably capable of being consummated’ without the approval of
the Continuing Shareholders. Moreover, while Catalyst may be
interested in partnering with us, the Continuing Shareholders are
not interested in partnering with Catalyst in a private HBC either
now or in the future.
HBC Minority Shareholders have been presented
with a clear choice: accept the unanimous recommendation of the
Special Committee to vote FOR the $10.30 per share all-cash premium
offer, or remain shareholders in HBC as a public company.
The Continuing Shareholders include individuals and entities
related to, or affiliated with, Richard A. Baker, Governor and
Executive Chairman of HBC; Rhône Capital L.L.C.; WeWork Property
Advisors; Hanover Investments (Luxembourg) S.A.; and Abrams Capital
Management, L.P.
HBC’s Circular states that HBC’s Board, having received the
unanimous recommendation of the Special Committee, determined that
the Arrangement is in the best interests of HBC and fair to the
Minority Shareholders. The HBC Board has recommended that Minority
Shareholders vote in favor of the arrangement at the Special
Meeting of shareholders to approve the take private transaction on
December 17, 2019.
Your vote is important no matter how many shares you own. The
Special Committee and the Board recommend that Minority
Shareholders vote FOR the transaction well in advance of the
proxy voting deadline for the Special Meeting of shareholders,
which is 10:00 a.m. ET on Friday, December 13, 2019.
Shareholders who have any questions or require assistance with
voting, please contact the Company’s proxy solicitation agent
Kingsdale Advisors: (toll-free) 1.866.581.0512 (collect)
1.416.8672272 or contactus@kingsdaleadvisors.com.
For further information on the arrangement to take HBC private,
please refer to the Company’s Management Information Circular dated
November 14, 2019 and related proxy materials. A copy of the
Management Information Circular and related proxy materials may be
found under the Company’s profile on SEDAR at www.sedar.com and on HBC’s website at
http://investor.hbc.com/investor-relations.
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 the Continuing Shareholders believe 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 their expectations and plans as set forth in such
forward-looking statements, including those set forth in the "Risk
Factors" section of the Company’s Annual Information Form dated May
3, 2019, those set forth in the “Risk Factors” section of the
Company’s Management Information Circular dated November 14, 2019
as well as the Company’s other public filings, available at
www.sedar.com and at www.hbc.com.
The forward-looking statements contained in this news release
describe the Continuing Shareholders’ 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, the Continuing Shareholders do 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/20191204005937/en/
Matthew Sherman / Kelly Sullivan / Annabelle Rinehart / Kara
Brickman Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449