Hudson’s Bay to look at Catalyst offer as part of privatization review

Hudson’s Bay Co (TSX: HBC) said a special committee of its board will consider Catalyst Capital Group‘s offer to buy up to $150 million worth of the Canadian retailer’s common shares.

Catalyst, a Canadian private equity firm, earlier this week offered to acquire up to 14.8 million shares as a means of blocking the proposed take-private acquisition of Hudson’s Bay, announced in June.

Hudson’s Bay said the committee, formed to evaluate the $1.74 billion proposal made by a group led by Executive Chairman Richard Baker, has invited shareholders to share their views. It also plans to explore other strategic alternatives.

PRESS RELEASE

Special Committee of the Board of HBC Provides Update on Review of Privatization Proposal From Group of HBC Shareholders

Invites a Number of Shareholders to Share Views on Proposal

25 July 2019

TORONTO & NEW YORK–(BUSINESS WIRE)–The Special Committee of the Board of Directors of Hudson’s Bay Company (TSX: HBC) (“HBC” or the “Company”) today issued an update on its ongoing review of the June 10, 2019 proposal for the privatization of the Company from a group of HBC shareholders (including HBC’s Governor and Executive Chairman) at a price of $9.45 per share in cash. Consistent with its obligation to act in the best interest of the Company and all of its shareholders, and in consultation with its independent financial and legal advisors, the Special Committee is evaluating this proposal along with other strategic alternatives.

As part of this process, the Special Committee has invited a number of shareholders to share their views regarding the privatization proposal directly with the Special Committee and its financial advisors in the coming weeks.

The Special Committee also acknowledges the unsolicited offer and letter to HBC shareholders by The Catalyst Capital Group Inc. to acquire up to 14,836,795 common shares of the Company for $10.11 per common share in cash. The Special Committee will consider this development in conjunction with its ongoing review.

The Special Committee has retained TD Securities Inc. as independent valuator to prepare a formal valuation of the common shares of the Company in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Special Committee has also retained J.P. Morgan Securities as financial advisor, Centerview Partners LLC as special advisor, and Blake, Cassels & Graydon LLP as legal counsel to assist the Special Committee in its process. It has also engaged real estate appraisal firms and planning consultants to assist the Special Committee, its advisors and TD Securities Inc. with valuing HBC’s real estate assets.

HBC does not intend to comment on or disclose further developments regarding the Special Committee’s evaluation unless and until it deems further disclosure is appropriate or required.

About HBC

HBC is a diversified retailer focused on driving the performance of high quality stores and their omni-channel platforms and unlocking the value of real estate holdings. Founded in 1670, HBC is the oldest company in North America. HBC’s portfolio today includes formats ranging from luxury to premium department stores to off price fashion shopping destinations, with more than 300 stores and about 40,000 employees around the world. HBC’s leading businesses across North America include Saks Fifth Avenue, Hudson’s Bay, Lord + Taylor, and Saks OFF 5TH. HBC also has significant investments in joint ventures. It has partnered with Simon Property Group Inc. in the HBS Joint Venture, which owns properties in the United States. In Canada, it has partnered with RioCan Real Estate Investment Trust in the RioCan-HBC Joint Venture. HBC has partnered with SIGNA Retail Holdings for real estate and retail joint ventures in Europe.

Contacts

Investor Relations:

Jennifer Bewley, 646-802-4631/jennifer.bewley@hbc.com

Media:

Special Committee

Sard Verbinnen & Co.

Liz Zale, 212-687-8080

Meghan Gavigan, 415-618-8750

HBC-SVC@sardverb.com

Company

Andrew Blecher, 646-802-4030/press@hbc.com