Ontario Teachers’ cancels HBC stake sale to executive chairman

Richard Baker and Ontario Teachers’ Pension Plan have agreed to cancel a January agreement that would have seen a Baker affiliate acquire the pension fund’s about 10 percent stake in Canadian retailer Hudson’s Bay Co (TSX: HBC).

As a result, the common shares held by Ontario Teachers’ will be subject to the proposed $1.74 billion take-private acquisition of Hudson’s Bay, made by a group of shareholders that includes Baker, the company’s executive chairman.

The deal’s termination follows criticism of the proposal by U.S. hedge fund Land & Buildings Investment Management.

In 2013, Ontario Teachers’ provided Hudson’s Bay with funding to support its acquisition of Saks Inc.

PRESS RELEASE

L&T B (Cayman) Inc. to Update Early Warning Report

TORONTO (June 18, 2019) – Rupert of the Rhine LLC (the “Purchaser”), an entity controlled by Richard A. Baker, the Governor and Executive Chairman of Hudson’s Bay Company (“HBC”) and 2380162 Ontario Limited (the “Vendor”), a wholly-owned subsidiary of Ontario Teachers’ Pension Plan Board, have mutually agreed to terminate their previous agreement dated January 3, 2019, pursuant to which the Vendor had agreed to sell its 17,953,536 common shares of HBC (TSX: HBC) to the Purchaser. As a result, these common shares will not be acquired by the Purchaser, and will form part of the publicly-held common shares subject to the proposed privatization of HBC.

The group of shareholders who made the privatization proposal on June 10, 2019 collectively own approximately 57% of the outstanding common shares of HBC on an as-converted basis, which percentage does not include the common shares owned by the Vendor.

The Purchaser may be considered a joint actor of L&T B (Cayman) Inc. As a result, L&T B (Cayman) Inc.will be filing an updated early warning report.

For further information please contact Joele Frank, Wilkinson Brimmer Katcher at the details below.

Contact:
Matthew Sherman / Kelly Sullivan / Annabelle Rinehart / Matthew Gross
Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449