Hudson’s Bay Bid From Catalyst Gets Boost From Ontario Regulator

(Bloomberg) -- Catalyst Capital Group’s proposed offer to buy Hudson’s Bay Co. got a boost after the Ontario Securities Commission agreed to hear Catalyst’s complaint about a competing bid from a group led by the struggling retailer’s chairman.

The Canadian regulator ruled Wednesday that it will proceed with a hearing this week into Catalyst’s concerns over the offer led by Chairman Richard Baker, who agreed to pay C$1.9 billion ($1.4 billion) to take the company private. Catalyst, a Toronto-based private equity firm that owns a 17.5% stake, has argued the Baker bid was made without proper disclosure to shareholders. Catalyst has made its own offer for Hudson’s Bay at a higher price than Baker’s group.

The regulator’s hearing adds another twist to the saga surrounding the Canadian retailer, which is facing competing bids that have prompted diverging recommendations from shareholder advisory groups.

Glass Lewis & Co. urged investors in the owner of Saks Fifth Avenue to support the Baker transaction at a shareholder meeting Dec. 17. It argued there’s no viable alternative on the table given that Baker’s group, which owns roughly 57% of the company, has said it won’t sell its shares. A special committee of HBC also rejected the Catalyst offer for the same reason.

Institutional Shareholder Services Inc. last week urged investors to reject the Baker deal, saying that the company offered no clear reason why shareholders should accept it given that Catalyst has proposed a higher price.

HBC shares have dropped seven straight sessions on investor concern that neither bid will go through.

To contact the reporter on this story: Paula Sambo in Toronto at psambo@bloomberg.net

To contact the editors responsible for this story: David Scanlan at dscanlan@bloomberg.net, Jacqueline Thorpe

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