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The HBC Continuing Shareholders Highlight the Compelling Reasons for Supporting the Proposed Take Private of Hudson’s Bay Company

November 25, 2019

NEW YORK--(BUSINESS WIRE)--Nov 25, 2019--

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”), believe there are compelling reasons for HBC’s minority shareholders to support the proposed arrangement to take HBC private for $10.30 per share in cash.

The Continuing Shareholders urge HBC minority shareholders to consider the following:

If the transaction does not receive support from the Minority Shareholders, all shareholders will face the risks and volatility posed by the difficult retail and retail real estate environment. Further, if HBC were to remain a public company, given the continued challenging environment for retail stocks, the Continuing Shareholders expect HBC’s stock price would fall meaningfully, potentially to levels comparable to the price it was trading prior to the announcement of the Continuing Shareholders’ initial proposal.

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 on December 17, 2019.

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.

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.

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 arrangement to take HBC private; the belief that HBC’s stock price would fall to previous levels if the arrangement to take HBC private is not completed; the Company’s forward-looking outlook and capital requirements; the risk and challenges facing the Company; 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 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, without limitation, the following factors, many of which are beyond the Continuing Shareholders’ control and the effects of which can be difficult to predict: (a) the failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and regulatory approvals and other conditions of closing necessary to complete the proposed arrangement to take HBC private; and (b) the risks and challenges facing the Company, 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; and (c) other risks and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the arrangement to take HBC private.

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.

View source version on businesswire.com:https://www.businesswire.com/news/home/20191125005454/en/

CONTACT: Matthew Sherman / Kelly Sullivan / Annabelle Rinehart / Kara Brickman

Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449

KEYWORD: UNITED STATES NORTH AMERICA NEW YORK

INDUSTRY KEYWORD: FASHION PROFESSIONAL SERVICES RETAIL DEPARTMENT STORES COMMERCIAL BUILDING & REAL ESTATE FINANCE CONSTRUCTION & PROPERTY

SOURCE: The Continuing Shareholders of Hudson’s Bay Company

Copyright Business Wire 2019.

PUB: 11/25/2019 08:30 AM/DISC: 11/25/2019 08:30 AM

http://www.businesswire.com/news/home/20191125005454/en