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OSC to postpone Hudson's Bay shareholder meeting on privatization vote

Hudson's Bay Company retail store in Zwolle during a cold winter evening. (Getty Images)

The Ontario Securities Commission will issue an order that will postpone Hudson’s Bay Co.’s privatization vote.

The OSC decided Friday that it will require HBC to file amended disclosures, which will delay the special shareholder meeting that is scheduled for Dec. 17. HBC shareholders were expected to vote next week on a go-private bid brought forward by a group of majority shareholders led by the company’s executive chairman Richard Baker.

The Baker bid will be allowed to proceed, but HBC will have to first file amended disclosures, as previous ones were deemed inadequate.

The decision is a win for private investment firm Catalyst Capital, which filed the original complaint, but falls short of blocking the privatization effort.

The ruling comes after three days of submissions involving the Baker group, HBC, Catalyst Capital and the OSC.

Lawyers on behalf of OSC staff argued Friday that there were “process concerns and disclosure deficiencies” that required “corrective action” from HBC.

“Staff recommends that the transaction be permitted to proceed, but before the transaction does proceed, staff submit that HBC must provide better disclosure in the form of an amended and restated circular,” Rikin Morzaria, litigation counsel with the OSC, said in the hearing Friday.

“This will necessarily require the shareholders meeting to be delayed.”