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 an investor presentation reiterating the compelling reasons for HBC’s minority shareholders to support the proposed arrangement to take HBC private for $10.30 per share in cash.
In a statement issued with the presentation, the Continuing Shareholders said, “HBC shareholders have a clear choice to make, either elect to receive $10.30 per share in cash, delivering immediate and certain value in the near-term or choose to remain minority shareholders in a public company with considerable risk, uncertainty, low liquidity and high volatility. We are committed to our investment and HBC’s long-term potential and strongly believe this transaction would create the best opportunity for HBC and all of its stakeholders.”
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 Management Information 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.
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 protected].
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. Additional information and materials related to the take-private transaction, including voting instructions, can be found on the Company’s dedicated transaction website www.HBCGoPrivate.com. Shareholders can vote directly by clicking the VOTE NOW button.
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; (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.
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Contacts
Matthew Sherman / Kelly Sullivan / Annabelle Rinehart / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449
