Hudson’s Bay Minority Shareholders Win After Sweetened Bid
(Bloomberg) -- Hudson’s Bay Co. minority shareholders including Catalyst Capital Group Inc. won a hard-fought battle to secure a higher price for the owner of Saks Fifth Avenue after Chairman Richard Baker and allies sweetened their offer a second time.
The Baker group raised their take-private bid to C$11 a share late Friday, valuing the struggling Canadian retailer at about C$2 billion ($1.5 billion). That’s 16% higher than their original offer of C$9.45 apiece announced in June.
Catalyst, a Toronto-based private equity firm run by Newton Glassman that had waged a campaign against the agreement and persuaded regulators to delay a shareholder vote, agreed to support the new deal. Hudson’s Bay jumped as much as 9.9% in Toronto trading Monday.
The raised offer “delivers significantly more value for all minority shareholders, well above the original proposal,” said Gabriel de Alba, managing director and partner of Catalyst, in a separate statement.
This “provides minority shareholders with compelling and immediate value and is supported by our largest minority shareholder,” said David Leith, the chairman of the board’s special committee formed last year to weigh in on the offer.
Catalyst, which owns a 17.5% stake in the retailer, was a substantial hurdle for the controlling shareholders to overcome. The firm’s stake amounts to about 32% of the minority shareholder votes, and while Baker now has its support, the deal isn’t done.
The private equity firm still has the right to terminate the agreement under certain circumstances, including if the amended circular for the planned February vote hasn’t been filed with regulators and mailed to shareholders by Feb. 14 or if it is substantially different than what has been communicated to Catalyst. Hudson’s Bay special committee also has to include fairness opinions from financial advisers, and an updated circular that includes a formal valuation where the lower end of the range is equal to or less than C$11 a share.
Baker has said he wants to let the Canadian retailer attempt a turnaround outside the glare of public markets. While it has reduced debt after selling assets in Europe, the company is still struggling to boost sales at its eponymous chain in Canada, the oldest company in North America. Saks has also recently showed signs of weakening. The luxury retailer last month posted its first same-store sales decline in at least eight quarters.
While the C$10.30-a-share offer was approved by the board in October, preliminary tallies showed the Baker group had fallen short of the necessary support from investors to proceed with the transaction, according to people familiar with the matter.
Catalyst had made its own proposal at C$11 a share that was rejected by a special committee of the board because Baker’s group was adamant it wouldn’t tender its shares.
Separately, Ortelius Advisors confirmed that it will still be proceeding with its litigation against Hudson’s Bay and Richard Baker over the deal, according to a representative for the New York-based investment firm that holds a 0.5% stake.
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