- Time has come for HBC Special Committee to engage with Catalyst
on its superior offer
- Minority shareholders deserve better than constant threats from
Richard Baker, who has abandoned his
duty to all shareholders
- If the HBC Board will not act, Catalyst is prepared to seek out
other remedies
TORONTO, Dec. 15, 2019 /CNW/ - The Catalyst Capital Group
Inc., on behalf of investment funds managed by it,
("Catalyst") today commented on developments related to
Hudson's Bay Company (TSX: HBC)
("HBC" or the "Company") in regards 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, "The formation of the Baker
Group was based on highly questionable conduct, including the
questionable standstill waiver to Fabric Luxembourg Holdings
S.a.r.l, the lack of proper disclosure on the group's actions and
the use of material non-public information. This group's
existence and behaviour has twisted every step taken by HBC, from
the launch by the Baker Group of a coercive bid to the inability of
the Special Committee to run a process to create value for
shareholders and the lack of negotiations with Catalyst on
its superior offer. The time has come for this behaviour and
Richard Baker's threats of value
destruction to stop. A good-faith value maximization process
needs to begin.
"The OSC hearings have demonstrated that numerous questions
remain unanswered and undisclosed, and the directors of HBC need to
finally step up and be transparent. The disregard for
minority shareholders, not to mention the massive waste of
shareholder funds, also must come to an end. Minority shareholders
have spoken and they do not believe that the Insider Issuer Bid
results in maximum value, a message that has been made clear to the
HBC Board of Directors and the HBC Special Committee. HBC
must now seek termination of the Baker Group Agreement and engage
with Catalyst on its superior cash offer of C$11.00 per share. If the Special Committee
does not act, Catalyst is prepared to take additional steps to
address the improper conduct of HBC and certain of its
insiders."
Shareholders with questions 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 Catalyst being prepared to seek out other
remedies and Catalyst's superior offer, 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 successfully seek out other remedies, the
assumption that Catalyst will be able to secure the necessary
financing to complete its proposed offer, 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 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 offer (which financing is subject to
customary conditions including satisfactory due diligence),
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.
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content:http://www.prnewswire.com/news-releases/catalyst-comments-on-misrepresentations-by-richard-baker-and-insiders-of-hudsons-bay-company-exposed-in-osc-hearings-300975070.html
SOURCE The Catalyst Capital Group Inc.