Dec 16, 2019
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Hudson's Bay's take-private deal falls short

Dec 16, 2019

Saks Fifth Avenue owner Hudson’s Bay Co has fallen short of securing enough shareholder support for a C$1.9 billion($1.4 billion) deal to take the department store operator private, people familiar with the matter said on Friday.

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A buyout consortium of Hudson’s Bay investors led by its Executive Chairman Richard Baker did not win enough votes from other company shareholders by a Friday morning deadline in advance of a Dec. 17 special meeting, the sources said.

The sources cautioned that shareholders are allowed to change their mind up to the time that the special meeting of shareholders is held, however.

The Ontario Securities Commission (OSC) regulator on Friday said Hudson’s Bay has agreed to postpone the Dec. 17 meeting. It was not immediately clear when this would now be held.

The OSC also dealt Baker another setback by ordering Hudson’s Bay to revise the disclosures it made to its shareholders on Nov. 14 on how the deal with Baker was put together.

Representatives for Hudson’s Bay and Baker’s consortium did not respond to requests for comment.

Baker has argued that Hudson’s Bay would be better positioned as a privately held company to face the brick-and-mortar retail sector’s challenges, shielded from the demands and concerns of stock market investors amid the rising popularity of online shopping.

While Baker’s offer would pay Hudson’s Bay shareholders a 62% premium to the value of their stock prior to his bid being announced, it values the company at just a third of its 2015 worth. That has triggered opposition from some Hudson’s Bay investors, including Canadian private equity firm Catalyst Capital Group Inc and hedge fund Ortelius Advisors LP.

The buyout consortium has 57% voting control over the company, but a majority of the shareholders not involved with Baker’s consortium must approve the offer for the deal to be completed.

Catalyst, which owns roughly 17.5% of the retailer, made an offer of C$11.00 per share for Hudson’s Bay that a special board committee negotiating on behalf of the company rejected because Baker’s consortium said it was not willing to allow the sale of the company to another party.

Hudson’s Bay’s agreement to sell itself to Baker’s consortium is for C$10.30 per share. An independent valuation report by real estate services firms CBRE Group Inc and Cushman & Wakefield Plc valued Hudson’s Bay real estate at $C8.75 per diluted share, helping Baker’s push to convince the special board committee to a deal closer to his offer.

Hudson’s Bay shares ended trading up 2.7% at C$8.88 in Toronto on Friday.

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