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The HBC Continuing Shareholders Send Letter to Special Committee

December 3, 2019 GMT

NEW YORK--(BUSINESS WIRE)--Dec 3, 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”), yesterday sent the following letter to the Special Committee regarding the Catalyst Capital Group’s unsolicited proposal to acquire HBC:

December 2, 2019

Special Committee of the Board of Directors
Hudson’s Bay Company
401 Bay Street, Suite 500
Toronto, ON M5H 2Y4

Re: Catalyst Announcement

Dear Members of the Special Committee:

We refer to the announcement by The Catalyst Group Inc. ( Catalyst ) on November 27, 2019 (the Catalyst Announcement ) and to the arrangement agreement dated October 20, 2019 between Rupert Acquisition LLC and Hudson’s Bay Company (the Company ) (the Arrangement Agreement ).

As you know, under the Arrangement Agreement the Continuing Shareholders have agreed to roll approximately $1.5 billion of equity in the Company into a transaction that delivers $10.30 per share to the Company’s minority shareholders. The Special Committee and the full Board of Directors approved the terms of the transaction after extensive analysis and negotiations. The transaction has been pending before the minority shareholders since October 21, 2019.

We and our advisors have reviewed the Catalyst Announcement and have serious concerns.

It is intended to mislead and manipulate

It is not capable of being financed

Catalyst is not a credible counterparty

It is not capable of being completed


Rupert Acquisition LLC

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 contactus@kingsdaleadvisors.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.

Forward-Looking Statements

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.

View source version on businesswire.com:https://www.businesswire.com/news/home/20191203005519/en/

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

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



SOURCE: The Continuing Shareholders of Hudson’s Bay Company

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PUB: 12/03/2019 06:30 AM/DISC: 12/03/2019 06:30 AM