TORONTO, Jan. 3, 2020 /PRNewswire/ - The Catalyst
Capital Group Inc., on behalf of investment funds managed by it,
("Catalyst") today announced that it has entered into a
voting and support agreement (the "Support
Agreement") with Hudson's
Bay Company (TSX: HBC) ("HBC" or the "Company") and
Rupert Acquisition LLC, pursuant to which Catalyst has agreed to
vote the common shares of HBC ("HBC Shares") it controls in
favour of a privatization transaction whereby the Company will
acquire the HBC Shares held by shareholders, other than certain
insiders and other shareholders (the "Continuing
Shareholders"), for $11.00 in
cash per share (the "Proposed
Transaction").
Gabriel de Alba, Managing
Director and Partner of Catalyst, said, "HBC is an iconic company
and we are a substantial shareholder because we believe in its
long-term potential. Given the desire by the Continuing
Shareholders to take the company private through their consortium,
we are pleased to support a transaction at $11 per share, which delivers significantly more
value for all minority shareholders, well above the original
proposal of $9.45 per share. We
appreciate the constructive leadership of the Special Committee and
their role in helping to realize this superior value for the
minority shareholders."
Pursuant to the terms of the Support Agreement, Catalyst has the
right to terminate the Support Agreement in certain circumstances,
including in the event that (i) the amended management information
circular for the special meeting of HBC shareholders (which is
currently expected to be held in February
2020) to approve the Proposed Transaction (the "Amended
Circular") has not been filed on SEDAR and mailed to
shareholders by February 14, 2020,
(ii) the Amended Circular does not include new fairness opinions
from the Special Committee's financial advisors, J.P. Morgan and
Centerview Partners LLC, (iii) the Amended Circular does not
include an updated formal valuation in which the opinion of TD
Securities Inc. is that the lower end of the range of the fair
market value of the HBC Shares is equal to or less than
$11.00 per HBC Share, or (iv) the
language included in the Amended Circular in response to section
2(a) of the order issued by the Ontario Securities Commission dated
December 18, 2019 is different in any
material respect from the language that has been provided to
Catalyst by the Company.
Catalyst exercises control or direction over 32,236,878 HBC
Shares, representing approximately 17.48% of the 184,384,651 issued
and outstanding HBC Shares as reported by the Company in its
Management's Discussion and Analysis dated December 10, 2019. Depending on market conditions
and other factors and subject to the provisions of the Support
Agreement, Catalyst may in the future increase or decrease its
control or direction over securities of the Company through open
market transactions, private agreements or otherwise. Based upon
publicly available information, HBC's head office is at 8925
Torbram Road, Brampton, Ontario,
Canada L6T 4G1.
This press release is issued pursuant to National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which requires a report to be filed
on SEDAR (www.sedar.com) containing additional information with
respect to the foregoing matters. To receive a copy of the early
warning report filed in respect of the above matters, please
contact Dan Gagnier as outlined
below.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including
statements regarding the Proposed Transaction and the possibility
that Catalyst may in the future increase or decrease its control or
direction over securities of HBC, 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 the
Proposed Transaction will be completed on the terms proposed, 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 Continuing
Shareholders with respect to the Proposed Transaction, the Support
Agreement not terminating in accordance with its terms, 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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SOURCE The Catalyst Capital Group Inc.