A group of shareholders of Hudson’s Bay Company (TSX: HBC) ("HBC" or the "Company"), who collectively own approximately 57% of the outstanding common shares of HBC on an as-converted basis (collectively the "Continuing Shareholders"), today issued the following statement:
The Continuing Shareholders are long-term and committed owners of HBC and believe that over a period of years, with the investment of additional capital, the business can grow and be profitable again. We have the investment time horizon and willingness to accept the risk and volatility associated with owning and repositioning HBC during the department store downturn in order to compete in a changed retail landscape.
We developed the privatization transaction that is up for a vote on December 17, 2019 because we heard from many shareholders of HBC that they did not share our patience or risk tolerance. HBC’s stock has not performed well and is not particularly liquid. The European real estate transaction, which was executed as part of the company’s publicly stated strategy of focusing its operating portfolio, generated net proceeds that enabled us to offer full cash liquidity to Minority Shareholders at a substantial premium to the stock’s unaffected price of $6.37 per share on June 7, 2019.
The Continuing Shareholders have consistently stated that we are not sellers. We want to remain invested in HBC. Therefore, we will not support any transaction that results in the sale of our stake in the Company.
HBC’s Minority Shareholders should therefore not be misled by Catalyst Capital’s statements that it will continue to push for a sale process or advance its unsolicited ‘offer’ for the Company. Catalyst’s ‘offer’ is illusory. Minority Shareholders have to question the timing of the Catalyst offer. The Continuing Shareholders were transparent in their intensions to take the company private. Catalyst timed their illusory offer not to consummate a deal, which they know is not possible given our prior public statements, but in an attempt to influence Minority Shareholders ahead of the vote. Shareholders need to understand that there is no $11.00 offer from Catalyst available to shareholders; there never will be, as recognized by the Special Committee who have correctly described the Catalyst offer as ‘not reasonably capable of being consummated’ without the approval of the Continuing Shareholders. Moreover, while Catalyst may be interested in partnering with us, the Continuing Shareholders are not interested in partnering with Catalyst in a private HBC either now or in the future.
HBC Minority Shareholders have been presented with a clear choice: accept the unanimous recommendation of the Special Committee to vote FOR the $10.30 per share all-cash premium offer, or remain shareholders in HBC as a public company.
The Continuing Shareholders include individuals and entities related to, or affiliated with, Richard A. Baker, Governor and Executive Chairman of HBC; Rhône Capital L.L.C.; WeWork Property Advisors; Hanover Investments (Luxembourg) S.A.; and Abrams Capital Management, L.P.
HBC’s Circular states that HBC’s Board, having received the unanimous recommendation of the Special Committee, determined that the Arrangement is in the best interests of HBC and fair to the Minority Shareholders. The HBC Board has recommended that Minority Shareholders vote in favor of the arrangement at the Special Meeting of shareholders to approve the take private transaction on December 17, 2019.
Your vote is important no matter how many shares you own. The Special Committee and the Board recommend that Minority Shareholders vote FOR the transaction well in advance of the proxy voting deadline for the Special Meeting of shareholders, which is 10:00 a.m. ET on Friday, December 13, 2019.
Shareholders who have any questions or require assistance with voting, please contact the Company’s proxy solicitation agent Kingsdale Advisors: (toll-free) 1.866.581.0512 (collect) 1.416.8672272 or email@example.com.
For further information on the arrangement to take HBC private, please refer to the Company’s Management Information Circular dated November 14, 2019 and related proxy materials. A copy of the Management Information Circular and related proxy materials may be found under the Company’s profile on SEDAR at www.sedar.com and on HBC’s website at http://investor.hbc.com/investor-relations.
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws. 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 the Continuing Shareholders believe 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 their expectations and plans as set forth in such forward-looking statements, including those set forth in the "Risk Factors" section of the Company’s Annual Information Form dated May 3, 2019, those set forth in the "Risk Factors" section of the Company’s Management Information Circular dated November 14, 2019 as well as the Company’s other public filings, available at www.sedar.com and at www.hbc.com.
The forward-looking statements contained in this news release describe the Continuing Shareholders’ 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, the Continuing Shareholders do 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.
Matthew Sherman / Kelly Sullivan / Annabelle Rinehart / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449