Hudson's Bay postpones shareholder vote on take-private deal

By

Robin Driver

Published
Dec 17, 2019

Toronto-based department store operator Hudson’s Bay Company (HBC), has announced the postponement of a special meeting of shareholders scheduled for Tuesday, December 17. The meeting had been called in order to vote on the proposal made by a group of shareholders led by executive chairman Richard Baker to take the company private, and its postponement now raises questions about whether the deal will go ahead or not.

 
The postponement follows an order from the Ontario Securities Commission that HBC must provide its shareholders with greater transparency by updating its circular concerning the privatization offer. No date has yet been provided for the postponed meeting.
 
Observers now believe that the deal, which values the company at C$1.9 billion ($1.4 billion), was not able to gain the required level of support from minority shareholders before the Tuesday deadline.

Known as “the continuing shareholders,” Baker and his group of like-minded investors collectively own 57% of HBC and are offering to purchase the remaining 43% of the company for C$10.30 a share ($7.86 when the offer was made).
 
A special committee established by the HBC board to examine the proposal agreed to the offer in October, but it’s been far from plain sailing for the bid’s proponents. The Baker-led group’s bids have been labeled insufficient by shareholders including Catalyst Capital and Paradise Developments.
 
Catalyst, which owns around 17.5% of HBC, even put together its own counter-bid of C$11.00 per share, an offer which was ultimately deemed to be less favorable than Baker’s by the company’s special committee.
 
To complicate matters further, earlier this month proxy advisory firm Institutional Shareholder Services (ISS) released a report recommending that HBC shareholders vote against the Baker proposal, arguing that the special committee should have pushed for a better deal.
 
With so much resistance to the bid and the Baker group showing reluctance to sweeten its offer any further, it now seems likely that HBC may not be going private after all, although Catalyst’s proposal still stands and the firm’s managing director Gabriel de Alba appears to be keen to push forward with negotiations.
 
“HBC must now seek termination of the Baker group agreement and engage with Catalyst on its superior cash offer of 11 Canadian per share,” he said in a statement released on Monday, further accusing the company of a lack of transparency. “If the special committee does not act, Catalyst is prepared to take additional steps.”