Hudson's Bay Company special committee agrees to take retailer private

By

Robin Driver

Published
Oct 22, 2019

Hudson’s Bay Company (HBC), the Canadian owner of Saks Fifth Avenue, announced on Monday that, following an extensive review process undertaken by an independent special committee, it has entered into a definitive agreement with a group of shareholders to take the company private.
 

If approved by regulators and HBC’s other shareholders later this year, the deal will see the shareholder group, which owns a 57% stake in the company, purchase all of the department store operator’s remaining common shares for C$10.30 per share in cash.

This price constitutes a premium of around 62% compared to the closing price of HBC’s shares on the Toronto Stock Exchange on June 7, 2019, the last trading day before the shareholder group first made its proposal.

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It is also 9% higher than the C$9.45 per share first proposed by the shareholder group, which is led by HBC Executive Chairman Richard Baker and also includes Rhône Capital LLC and We Work Property Advisors, among others.
 
The Baker-led group will no doubt be hoping that this improved deal will win over other HBC shareholders, including Catalyst Capital and Paradise Developments, who have previously claimed that the group’s initial proposal was inadequate.
 
“Over the last four months, with the assistance of our independent financial and legal advisors, we have conducted a thorough evaluation of the shareholder group’s proposal and alternatives available to HBC to maximize shareholder value,” explained David Leith, the chair of HBC’s special committee, in a release.
 
“Following this comprehensive evaluation and extensive negotiations with the shareholder group, and consideration of the applicable risks and the opportunities and alternatives available, we are pleased to have reached an agreement with respect to a transaction that provides immediate and fair value to the minority shareholders,” he concluded.
 
As it struggles to adapt to a rapidly changing retail environment, HBC has been trying to streamline its operations this year, selling its Lord & Taylor banner to Le Tote for $75 million in August and announcing in September that it will be shuttering its operations in the Netherlands before the end of the year.
 
It is hoped that by going private the company will be able to make the investments necessary to turn its business around without the pressure of consistently ensuring value for its investors.
 
In September, HBC announced a net loss from continuing operations of C$462 million (C$2.51 per share) for the second quarter ended August 3, 2019, a significant decline compared to the loss of C$104 million (C$0.58 per share) reported by the company in the prior-year period.
 
The retailer’s total quarterly revenue fell from C$1.86 billion to C$1.85 billion.