Hudson’s Bay Gets $1.5B Rival Bid from a Major Shareholder

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(Bloomberg)—One of Hudson’s Bay Co.’s largest shareholders has made a bid that values the retailer at more than C$2 billion ($1.5 billion), topping a rival offer from a group led by the company’s chairman.

Catalyst Capital Group Inc., which holds a 17.5% stake in the owner of Saks Fifth Avenue, offered C$11 a share in cash Wednesday for the rest of the company, according to a statement, confirming a Bloomberg News report. Its bid is fully financed and would be subject to customary due diligence, Catalyst said.

The proposal represents a 6.8% premium to the C$10.30 a share that Hudson’s Bay Chairman Richard Baker and his partners agreed to pay last month.

Catalyst has filed a complaint with the Ontario Securities Commission regarding the conduct of the Baker consortium and Hudson’s Bay, according to the statement.

“Their actions are contrary to the public interest, including misrepresentations in circular and other potential securities law violations and a deeply flawed process,” Catalyst said.

Catalyst is urging fellow shareholders to vote against the Baker bid at a Dec. 17 meeting. The Canadian private equity firm believes a deal could be voted on and closed by February.

Catalyst, a Toronto-based investment firm run by Newton Glassman, has opposed the Baker bid, saying it undervalues the department store chain. Catalyst is concerned about the value the company has recently ascribed to its real estate, which amounted to about C$8.75 a share, the people said. In particular, it’s questioning why the value of its flagship Saks Fifth Avenue store fell sharply in a recent appraisal, they said.

Officials at Hudson’s Bay, the board’s special committee and the Baker group weren’t immediately available to comment.

Hudson’s Bay rose as high as 14% on the news. The shares were up 11% to $7.38 at 9:38 a.m. in New York trading, giving the company a market value of about $1.4 billion.

Winning support for its proposal might prove a challenge for Catalyst despite the higher terms. Baker and his partners, who collectively own a 57% stake in the Toronto-based company, said when they originally proposed taking Hudson’s Bay private in June for C$9.45 a share that they weren’t interested in alternative transactions.

The group was subsequently forced to raise its bid after opposition mounted from minority holders, including Catalyst and activist investor Jonathan Litt’s Land & Buildings Investment Management.

“We continue to believe that the offer from the Richard Baker group woefully undervalues Hudson’s Bay and its real estate,” Litt said in an emailed statement Wednesday. “We are encouraged by the news that Catalyst will proceed with a superior $1.5 billion offer for the company, and Land & Buildings is interested in financially participating in this transaction with Catalyst should it move forward.”

Catalyst said it will allow shareholders to participate in its offer as equity sponsors and that it supports other approaches that could deliver higher value for investors.

Baker said the terms of the deal it reached in October would be its “best and final offer.” The deal with Baker isn’t subject to any termination fees and has the unanimous support of Hudson’s Bay’s board, according to a regulatory filing.

No Other Bidders

The board committee reviewing the transaction said in the filing it didn’t receive any written expressions of interest from other parties since Baker’s group went public with its offer. The board committee said it decided to support the Baker takeover in part because of the company’s recent performance, outlook and the likelihood that other bidders would not emerge given the Baker group’s lack of interest in an alternative transaction.

Baker is trying to take the company private in a bid to turn around the struggling retailer, which faces growing competition from sellers like Amazon.com Inc. The stock has plunged by about two-thirds in the past five years, joining other department store chains that are losing ground to online shopping.

For much of the 20th century, Canadians had plenty of reasons to shop at the Bay, a storied company whose 349-year history is deeply entwined with that of the nation. North America’s oldest company began as a fur trader founded by two French adventurers and their influential British backers.

To contact the reporter on this story: Scott Deveau in New York at [email protected].

To contact the editors responsible for this story: Liana Baker at [email protected]

Matthew Monks, David Scanlan

© 2019 Bloomberg L.P.

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