Hudson’s Bay Company, which owns Saks Fifth Avenue, said its board of directors has accepted a revised offer from a group of majority shareholders led by executive chairman Richard Baker, bringing the retailer a step closer to going private.
Canadian regulators and shareholders need to formally approve the deal later this year.
Under the terms of the agreement, the common shares of HBC not held by the shareholder group (who collectively own approximately 57 percent of the common shares of the company on an as-converted basis), will be purchased for cancellation at a price of $10.30 per share in cash. This price represents a premium of approximately 62 percent to HBC’s closing share price on the Toronto Stock Exchange on June 7, 2019, the last trading day prior to the announcement of the shareholder group’s initial privatization proposal, and a premium of approximately 52 percent to the 20-day average closing share price on that date.
The price also represents an increase of 9 percent over the Shareholder Group’s initial proposal on June 10, 2019 of $9.45 per share. The shareholder group comprises individuals and entities related to, or affiliated with, Richard A. Baker, governor and executive chairman of HBC; Rhône Capital L.L.C.; WeWork Property Advisors; Hanover Investments (Luxembourg) S.A.; and Abrams Capital Management, L.P.
A special committee of independent directors was established by the HBC Board of Directors to consider the initial privatization proposal, as well as other alternatives available to the company, including the status quo, and, if it deemed advisable, to negotiate with the shareholder group. Following a comprehensive evaluation of the proposal, the special committee and its financial and legal advisors engaged in extensive negotiations with the shareholder group on pricing and other terms of the arrangement to ensure the arrangement was fair to the HBC shareholders other than the shareholder group (the “minority shareholders”). The Board (excluding conflicted directors, who did not participate in deliberations), having received the unanimous recommendation of the special committee, determined that the arrangement is in the best interests of HBC and fair to the minority ahareholders. It recommends that Minority Shareholders vote in favor of the arrangement at the special meeting of shareholders to be held to approve the arrangement.
David Leith, chair of the special committee, said, “Over the last four months, with the assistance of our independent financial and legal advisors, we have conducted a thorough evaluation of the Shareholder Group’s proposal and alternatives available to HBC to maximize shareholder value. Following this comprehensive evaluation and extensive negotiations with the Shareholder Group, and consideration of the applicable risks and the opportunities and alternatives available, we are pleased to have reached an agreement with respect to a transaction that provides immediate and fair value to the Minority Shareholders. The Special Committee is confident that this transaction represents the best path forward for HBC and the Minority Shareholders.”
The company has been busy streamlining its operations this past year in an effort to boost its prospects. Going private could help turn things around without the the pressure of the public markets and investors.
In August, Hudson Bay’s sold off Lord & Taylor for $75 million to Le Tote, Inc., a fashion rental subscription service. It received an equity position in Le Tote as part of the deal, in addition to the modest cash payment. It also continues to own the real estate and leases associated with the remaining 38 Lord & Taylor stores. The company announced in September it was shuttering 15 Hudson’s Bay stores across the Netherlands. It still operates nearly 100 Hudson’s Bay department stores across Canada.