Hudson’s Bay Company Announces Court Approval of Privatization Transaction
28 Februar 2020 - 05:56PM
Business Wire
Hudson’s Bay Company (TSX: HBC) has received approval from the
Ontario Superior Court of Justice (Commercial List) of the
statutory plan of arrangement under which HBC will become a private
company owned by certain continuing shareholders, while the
company’s other shareholders will receive $11.00 per share in
cash.
The arrangement was overwhelmingly approved by the company’s
shareholders at a special meeting held on February 27, 2020. It is
currently anticipated that the arrangement will be completed on or
about March 3, 2020, subject to the satisfaction or waiver of
customary closing conditions.
Following completion of the arrangement, it is anticipated that
the common shares of the company will be delisted from the Toronto
Stock Exchange and that the company will apply to cease to be a
reporting issuer under applicable Canadian securities laws.
Enclosed with the management information circular dated January
30, 2020 was a letter of transmittal explaining how registered
shareholders can submit their common shares in order to receive the
Consideration. Shareholders who have questions or require
assistance with submitting their common shares in connection with
the arrangement may direct their questions to TSX Trust Company,
which is acting as depositary in connection with the arrangement,
by phone at (416) 342-1091, toll-free at 1 (866) 600-5869 or by
email at TMXEInvestorServices@tmx.com, or contact your professional
advisor.
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
satisfaction or waiver of conditions to closing of the Arrangement,
the expected date of completion of the Arrangement, expected
impacts of the Arrangement 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 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 Arrangement 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
satisfy, in a timely manner or otherwise, conditions of closing
necessary to complete the Arrangement 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 Arrangement; (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
Arrangement; (f) credit, market, currency, operational, real
estate, liquidity and funding risks generally and relating
specifically to the Arrangement, 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 Arrangement.
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 Amended and Restated Management Information Circular dated
January 30, 2020 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200228005441/en/
Investor Relations: Jennifer Bewley, 646-802-4631
jennifer.bewley@hbc.com
Media: Special Committee Sard Verbinnen & Co
Liz Zale/Paul Scarpetta, 212-687-8080 Meghan Gavigan,
415-618-8750
Company Nicole Schoenberg, 332-323-9971 press@hbc.com