TORONTO, Jan. 3, 2020 /PRNewswire/ – The Catalyst Capital Group Inc., on behalf of investment funds managed by it, (“Catalyst“) today announced that it has entered into a voting and support agreement (the “Support Agreement“) with Hudson’s Bay Company (TSX: HBC) (“HBC” or the “Company“) and Rupert Acquisition LLC, pursuant to which Catalyst has agreed to vote the common shares of HBC (“HBC Shares“) it controls in favour of a privatization transaction whereby the Company will acquire the HBC Shares held by shareholders, other than certain insiders and other shareholders (the “Continuing Shareholders“), for $11.00 in cash per share (the “Proposed Transaction“).
Gabriel de Alba, Managing Director and Partner of Catalyst, said, “HBC is an iconic company and we are a substantial shareholder because we believe in its long-term potential. Given the desire by the Continuing Shareholders to take the company private through their consortium, we are pleased to support a transaction at $11 per share, which delivers significantly more value for all minority shareholders, well above the original proposal of $9.45 per share. We appreciate the constructive leadership of the Special Committee and their role in helping to realize this superior value for the minority shareholders.”
Pursuant to the terms of the Support Agreement, Catalyst has the right to terminate the Support Agreement in certain circumstances, including in the event that (i) the amended management information circular for the special meeting of HBC shareholders (which is currently expected to be held in February 2020) to approve the Proposed Transaction (the “Amended Circular“) has not been filed on SEDAR and mailed to shareholders by February 14, 2020, (ii) the Amended Circular does not include new fairness opinions from the Special Committee’s financial advisors, J.P. Morgan and Centerview Partners LLC, (iii) the Amended Circular does not include an updated formal valuation in which the opinion of TD Securities Inc. is that the lower end of the range of the fair market value of the HBC Shares is equal to or less than $11.00 per HBC Share, or (iv) the language included in the Amended Circular in response to section 2(a) of the order issued by the Ontario Securities Commission dated December 18, 2019 is different in any material respect from the language that has been provided to Catalyst by the Company.
Catalyst exercises control or direction over 32,236,878 HBC Shares, representing approximately 17.48% of the 184,384,651 issued and outstanding HBC Shares as reported by the Company in its Management’s Discussion and Analysis dated December 10, 2019. Depending on market conditions and other factors and subject to the provisions of the Support Agreement, Catalyst may in the future increase or decrease its control or direction over securities of the Company through open market transactions, private agreements or otherwise. Based upon publicly available information, HBC’s head office is at 8925 Torbram Road, Brampton, Ontario, Canada L6T 4G1.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. To receive a copy of the early warning report filed in respect of the above matters, please contact Dan Gagnier as outlined below.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including statements regarding the Proposed Transaction and the possibility that Catalyst may in the future increase or decrease its control or direction over securities of HBC, contain “forward-looking statements” and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “intends”, “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Catalyst believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the Proposed Transaction will be completed on the terms proposed, the business and economic conditions affecting HBC’s operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel and third party service providers, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, and taxes, and that there will be no unplanned material changes to HBC’s facilities, operations and customer and employee relations. Catalyst cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Catalyst and there is no assurance that they will prove correct. Important factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements include, among other things, actions taken by HBC or the Continuing Shareholders with respect to the Proposed Transaction, the Support Agreement not terminating in accordance with its terms, industry risk and other risks inherent in the running of the business of HBC, foreign currency exchange rates and interest rates, general economic conditions, legislative or regulatory changes, changes in income tax laws, and changes in capital or securities markets. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of Catalyst’s forward-looking statements. Other unknown and unpredictable factors could also impact its results. Many of these risks and uncertainties relate to factors beyond Catalyst’s ability to control or estimate precisely. Consequently, there can be no assurance that the actual results or developments anticipated by Catalyst will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Catalyst or HBC and their respective future results and performance. Forward-looking statements in this press release are based on Catalyst’s beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Catalyst disavows and disclaims any obligation to do so, except as required by applicable law.
