- Catalyst offering to acquire a maximum of 19,782,393 shares at $10.11 per share, reflecting $200 million total value, with cash settlement within three business days
- Catalyst offer provides HBC shareholders who choose to participate immediate liquidity and a significant premium to the HBC current share price and to the Baker Group proposal of $9.45 per share announced on June 10, 2019
- Catalyst notes that its fully-funded cash offer is straight-forward and complies with all applicable law
- The deadline to tender shares to the offer is 5pm (Toronto time) on August 16, 2019 and interested shareholders should contact Laurel Hill Advisory Group at 1-877-452-7184 or firstname.lastname@example.org
TORONTO, Aug. 15, 2019 /PRNewswire/ - The Catalyst Capital Group Inc., on behalf of investment funds managed by it, ("Catalyst") today reminds Hudson's Bay Company (TSX: HBC) ("HBC" or the "Company") shareholders that the deadline to tender their shares to the Catalyst offer is 5:00 p.m. (Toronto time) on Friday, August 16, 2019.
Catalyst is offering to purchase common shares of HBC at a price of $10.11 per common share (the "Purchase Price"), payable in cash within three business days. The maximum number of shares to be purchased under the Catalyst offer is 19,782,393 shares (representing approximately 10.75% of the issued and outstanding common shares), reflecting a total value of $200 million.
Gabriel de Alba, Managing Director and Partner of Catalyst, said, "Catalyst is offering HBC shareholders that wish to participate in our offer an opportunity to receive an immediate premium to the market price of HBC shares and to the Baker Group's proposal. Catalyst is prepared to be a long-term holder of HBC shares and to work with the Special Committee of the Board to maximize value, which may be a near or long-term event. For those HBC shareholders that wish to reduce their exposure to the volatility of the sector and the issues and uncertainty related to the Baker Group proposal, our offer presents an opportunity to realize immediate value and liquidity."
As disclosed on July 22, 2019 and August 5, 2019, the Purchase Price offered under the Catalyst offer is equal to an approximate 7% premium to the $9.45 per share price offered by the controlling shareholders of the Company and certain other insiders (collectively, the "Baker Group" or the "Controlling Insiders") in their buyout proposal announced on June 10, 2019 (the "Insider Buyout Proposal"), an approximate 59% premium to the closing price of the common shares on the Toronto Stock Exchange (the "TSX") on June 7, 2019 (the last trading day prior to the announcement of the Insider Buyout Proposal) and an approximate 52% premium to the volume-weighted average trading price of the common shares on the TSX for the 30 trading days prior to the announcement of the Insider Buyout Proposal.
Catalyst continues to support the Special Committee's process and maintains that the Special Committee reject any effort by the Baker Group to disenfranchise the Company's minority owners. Catalyst is committed to working with the Special Committee and the HBC Board to seek out every alternative that can maximize value for all shareholders, whether through a sale process, dividend distributions of the cash to be realized from the sale of the Company's key European assets or otherwise.
Catalyst notes that its fully-funded cash offer is straight-forward and complies with all applicable law. With the Catalyst offer, any and all tendered shares, up to a maximum of 19,782,393, will be taken up on August 16, 2019, if the conditions to the offer are satisfied, and payment will be made as soon as possible but in any event within three business days. Further details pertaining to the offer can be found in the July 22, 2019 and August 5, 2019 letters to shareholders that were posted by Catalyst at www.sedar.com under the Company's profile.
Shareholders with questions or who need assistance tendering their common shares can contact the Depositary and Information Agent:
Laurel Hill Advisory GroupNorth America Toll Free: 1-877-452-7184Collect Calls outside North America: 1-416-304-0211Email: email@example.com
Certain statements contained in this press release, including statements regarding taking up and paying for common shares deposited under the Catalyst offer and the maximization of HBC shareholder value, contain "forward-looking statements" and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "intends", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Catalyst believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting HBC's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel and third party service providers, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, and taxes, and that there will be no unplanned material changes to HBC's facilities, operations and customer and employee relations. Catalyst cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Catalyst and there is no assurance that they will prove correct. Important factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements include, among other things, actions taken by HBC or the Controlling Insiders in respect of the Catalyst offer, actions taken by the Controlling Insiders with respect to the Insider Buyout Proposal and agreements entered into among them, the failure to satisfy the conditions of the Catalyst offer, industry risk and other risks inherent in the running of the business of HBC, foreign currency exchange rates and interest rates, general economic conditions, legislative or regulatory changes, changes in income tax laws, and changes in capital or securities markets. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of Catalyst's forward-looking statements. Other unknown and unpredictable factors could also impact its results. Many of these risks and uncertainties relate to factors beyond Catalyst's ability to control or estimate precisely. Consequently, there can be no assurance that the actual results or developments anticipated by Catalyst will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Catalyst or HBC and their respective future results and performance. Forward-looking statements in this press release are based on Catalyst's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Catalyst disavows and disclaims any obligation to do so, except as required by applicable law.
SOURCE The Catalyst Capital Group Inc.