Hudson’s Bay Company Mails Informational Brochure and Reminds Shareholders to Vote FOR the Take Private Transaction
09 Dezember 2019 - 10:00PM
Business Wire
Deadline to Vote by Proxy on Friday, December
13, 2019
Hudson’s Bay Company (TSX: HBC) (“HBC” or the “Company”) today
mailed an informational brochure to remind all shareholders to vote
FOR the transaction in which HBC will become a private company,
owned by certain continuing shareholders (the “Continuing
Shareholders”), and the Company’s other shareholders (the “Minority
Shareholders”) will receive $10.30 in cash per share. The
informational brochure is available on the dedicated transaction
website HBCGoPrivate.com, which provides additional information and
materials related to the take private transaction, including voting
instructions. Shareholders can vote directly by clicking the VOTE
NOW button.
The take private transaction was unanimously recommended by the
independent Special Committee of the Board of Directors (the
“Special Committee”) and determined by the Board (excluding
conflicted directors) to be in the best interest of HBC and fair to
Minority Shareholders. The $10.30 per share offer is the only offer
available to HBC shareholders and there are no alternative
offers.
Each shareholder’s vote is important regardless of the number of
shares owned. The Special Committee and the Board (excluding
conflicted directors) recommend that Minority Shareholders vote in
favour of the transaction in advance of the proxy voting deadline
of 10:00 a.m. ET on Friday, December 13, 2019 or at the special
meeting of shareholders on Tuesday, December 17, 2019 at 10:00 a.m.
ET. Shareholders who have questions or need assistance voting their
proxy should contact Kingsdale Advisors, HBC’s proxy solicitation
agent, by telephone toll-free at 1-866-581-0512, collect at
1-416-867-2272 or via email at contactus@kingsdaleadvisors.com.
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,
including, but not limited to, statements with respect to the
rationale of the Special Committee and the Board of Directors for
recommending the privatization transaction, the timing of steps to
be completed in connection with the transaction, and other
statements that are not material 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 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, currently contemplated,
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191209005750/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