The HBC Continuing Shareholders Issue Investor Presentation Reiterating the Compelling Reasons for Supporting the Proposed Ta...
06 Dezember 2019 - 3:40PM
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 an investor presentation reiterating the compelling
reasons for HBC’s minority shareholders to support the proposed
arrangement to take HBC private for $10.30 per share in cash.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20191206005286/en/
In a statement issued with the presentation,
the Continuing Shareholders said, “HBC shareholders have a clear
choice to make, either elect to receive $10.30 per share in cash,
delivering immediate and certain value in the near-term or choose
to remain minority shareholders in a public company with
considerable risk, uncertainty, low liquidity and high volatility.
We are committed to our investment and HBC’s long-term potential
and strongly believe this transaction would create the best
opportunity for HBC and all of its stakeholders.”
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 Management Information 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 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. Additional information
and materials related to the take-private transaction, including
voting instructions, can be found on the Company’s dedicated
transaction website www.HBCGoPrivate.com. Shareholders can vote
directly by clicking the VOTE NOW button.
Forward-Looking Statements
Certain statements made in this news release
are forward-looking statements within the meaning of applicable
securities laws, including, but not limited to, statements with
respect to: the arrangement to take HBC private; the belief that
HBC’s stock price would fall to previous levels if the arrangement
to take HBC private is not completed; the Company’s forward-looking
outlook and capital requirements; the risk and challenges facing
the Company; and other statements that are not historical facts.
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, without limitation, the
following factors, many of which are beyond the Continuing
Shareholders’ control and the effects of which can be difficult to
predict: (a) the 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 proposed
arrangement to take HBC private; (b) the risks and challenges
facing the Company, 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; and (c) other risks and/or factors beyond its
control which could have a material adverse effect on the Company
or the ability to consummate the arrangement to take HBC
private.
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/20191206005286/en/
Matthew Sherman / Kelly Sullivan / Annabelle
Rinehart / Kara Brickman Joele Frank, Wilkinson Brimmer Katcher,
(212) 355-4449