Hudson’s Bay Co (TSX: HBC) said a special committee of its board has hired advisors to assess a $1.74 billion proposal to take the Canadian retailer private.
The committee hired TD Securities as independent valuator and Centerview Partners as special advisor. It also retained J.P. Morgan Securities as financial advisor and Blake, Cassels & Graydon as legal counsel.
The board formed the committee to evaluate a $9.45 per-share acquisition offer by a group led by Executive Chairman Richard Baker, announced in June. The group includes Rhône Capital and WeWork Property Advisors.
Several Hudson’s Bay minority shareholders, including Land & Buildings Investment Management, oppose the deal.
Special Committee of the Board of HBC Provides Process Update
July 10, 2019
TORONTO & NEW YORK–(BUSINESS WIRE)–HBC (TSX: HBC) announced that the Special Committee of the Board of Directors 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, and Centerview Partners LLC as special advisor. The Special Committee has also retained J.P. Morgan Securities as financial advisor and Blake, Cassels & Graydon LLP as legal counsel to assist the Special Committee in its process.
The Special Committee of the Board of Directors was formed to review and evaluate the June 10, 2019 proposal received from a group of HBC shareholders for the privatization of the company at a price of $9.45 per share, payable in cash.
The Committee acknowledges shareholders’ feedback expressing their perspectives about the proposed privatization transaction. The Committee takes this input seriously and intends to review the transaction proposal carefully with the assistance of its legal and financial advisors and the benefit of the independent valuation. The Committee intends to respond to the privatization proposal as promptly as practical.
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.
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.
Jennifer Bewley, 646-802-4631
Andrew Blecher, 646-802-4030