Helena Foulkes steps down as CEO and Richard
Baker assumes the role
HBC (TSX: HBC) has successfully completed its plan of
arrangement resulting in HBC becoming a private company.
Richard Baker, HBC’s Governor and Executive Chairman commented,
“This is a great outcome for HBC and all of its stakeholders. The
continuing shareholder group is resolved to doing what is right for
our customers, associates, communities and partners. As current and
future generations change the way they live, shop and work, we are
committed to transforming HBC to capitalize on these shifts. It
will take patient capital and a long-term view to fully unleash
HBC’s potential at the intersection of real estate and retail.”
Additionally, Helena Foulkes will step down from her role as CEO
effective March 13, 2020. Mr. Baker will take on the CEO role in
addition to his current responsibilities. He will be supported by
the company’s senior leadership team, including the dedicated
presidents of each retail business.
“The company and I are grateful for Helena’s leadership and
significant accomplishments over the last two years. Together, we
have simplified our company, strengthened retail operations and
reinvigorated our focus on the customer. Each of our businesses is
well positioned to take advantage of opportunities in their unique
markets and we are optimistic about this exciting next chapter for
our company. Furthermore, we are confident in our go-forward
leadership team and our ability to drive HBC forward,” concluded
Mr. Baker.
Ms. Foulkes shared, “I want to thank the entire HBC team for
their trust and dedication over the past two years as we worked to
transform the company. We made bold moves to streamline the
business, modernize our marketing, seize digital opportunities,
bolster our senior leadership team and empower each of our retail
businesses to excel in the future. I’m proud of the work we have
done and how HBC embraced cultural change to prioritize delivering
for our customers and creating exceptional experiences.”
Privatization Transaction Details
Under the terms of the plan of arrangement to take HBC private,
the company has purchased for cancellation all of its common
shares, excluding shares owned by certain continuing shareholders,
for cash consideration of $11.00 per common share.
The company’s common shares are expected to be delisted from the
Toronto Stock Exchange at the close of trading on March 4, 2020.
HBC has applied to cease being a reporting issuer in all of the
provinces and territories of Canada.
Shareholders who held their common shares through a broker or
intermediary may contact that broker or intermediary for
instructions and assistance in receiving the consideration for such
common shares. Shareholders who held their shares in certificated
form are required to complete and sign a letter of transmittal and
deliver it, together with their share certificates and the other
required documents, to TSX Trust Company. All questions regarding
the consideration, including any request for another letter of
transmittal, should be directed to the registrar and transfer
agent, TSX Trust Company, which can be contacted at 1-866-600-5869
or 416-342-1091 or tmxeinvestorservices@tmx.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, 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
factors, which are beyond HBC’s control and the effects of which
can be difficult to predict.
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 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.
Required Early Warning Report Information
HBC’s head office is located at Suite 500, 401 Bay Street,
Toronto, Ontario, Canada M5H 2Y4.
The continuing shareholders and their affiliates and associates
have ownership and control over an aggregate of 141,293,618 common
shares (100% of the issued and outstanding common shares). All
Series A preferred shares have been converted into common shares in
connection with the completion of the arrangement.
The continuing shareholders intend to cause the common shares to
cease to be listed on the Toronto Stock Exchange and HBC has
submitted an application to cease to be a reporting issuer under
applicable Canadian securities laws and to otherwise terminate
HBC’s public reporting requirements.
Early warning reports will be filed by the continuing
shareholders, as applicable, with applicable Canadian securities
regulatory authorities. To obtain copies of the early warning
reports, please contact Joele Frank, Wilkinson Brimmer Katcher at
(212) 355-4449 (Contact: Matthew Sherman / Kelly Sullivan /
Annabelle Rinehart / Matthew Gross).
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version on businesswire.com: https://www.businesswire.com/news/home/20200303005767/en/
Investor Relations: Jennifer Bewley, 646-802-4631
jennifer.bewley@hbc.com
Media: Nicole Schoenberg, 332-323-9971 press@hbc.com