Hudson's Bay Company announces early termination of HSR Act waiting period in connection with its proposed acquisition of Saks Incorporated
TORONTO, Aug. 30, 2013 /CNW/ - Hudson's Bay Company (TSX: HBC) ("HBC" or the "Company") is pleased to announce today that it has been notified by the Premerger Notification Office of the U.S. Federal Trade Commission of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act") applicable to HBC's proposed acquisition of Saks Incorporated (NYSE: SKS) ("Saks"), first announced in July 2013.
The HSR Act provides the U.S. federal government with the opportunity to engage in a prior review of the potential effects on competition of certain mergers, acquisitions or other consolidations.
HBC and Saks announced on July 29, 2013, a definitive merger agreement whereby HBC would acquire all of the issued and outstanding shares of Saks for US$16.00 per share in an all-cash transaction valued at approximately US$2.9 billion, including debt, through a merger of an indirect wholly-owned subsidiary of the Company and Saks. The early termination of the HSR Act waiting period satisfies the condition to the completion of the proposed acquisition relating to the expiration or termination of any applicable waiting period under the HSR Act. The proposed acquisition remains subject to approval by the stockholders of Saks, as well as other customary closing conditions.
About Hudson's Bay Company
Hudson's Bay Company, founded in 1670, is North America's longest continually operated company. In Canada, HBC operates Hudson's Bay, Canada's largest branded department store with 90 locations, unsurpassed in its fashion, beauty, home and accessory designers and brands, as well as thebay.com. HBC also operates Home Outfitters, Canada's largest home specialty superstore with 69 locations across the country. In the United States, HBC operates Lord & Taylor, a department store with 48 full-line store locations throughout the northeastern United States and in two major cities in the Midwest, and lordandtaylor.com. With approximately 29,000 associates in Canada and the U.S., HBC's banners provide stylish, quality merchandise at great value, with a dedicated focus on service excellence. Hudson's Bay Company trades on the Toronto Stock Exchange under the symbol "HBC".
There can be no assurance that the acquisition of Saks will close. No securities will be offered or sold in the United States or to U.S. persons absent registration under the U.S. Securities Act of 1933 or the availability of an applicable exemption from such registration. This press release does not constitute a solicitation of an offer to purchaser, or an offer to sell, securities in the United States or elsewhere. This press release does not constitute a solicitation of any vote or approval.
Information in this press release that is not current or historical factual information may constitute forward-looking information, including with respect to the timing and completion of the Offering, the Equity Commitments and the acquisition. This information is based on certain assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking information is subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what the Company currently expects. These risks, uncertainties and other factors include, but are not limited to: credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates, the timing and market acceptance of future products, competition in the Company's markets, the growth of certain business categories and market segments and the willingness of customers to shop at the Company's stores, the Company's margins and sales and those of the Company's competitors, the Company's reliance on customers, risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, regulations, competition, seasonality, commodity price and business disruption, the Company's relationships with suppliers and manufacturers, changes to existing accounting pronouncements, the ability of the Company to successfully implement its strategic initiatives, changes in consumer spending, managing HBC's portfolio of brands and HBC's merchandising mix, seasonal weather patterns, economic, social, and political instability in jurisdictions where suppliers are located, increased shipping costs, potential transportation delays and interruptions, the risk of damage to the reputation of brands promoted by the Company and the cost of store network expansion and retrofits, compliance costs associated with environmental laws and regulations, fluctuations in currency and exchange rates, commodity prices, the Company's ability to maintain good relations with its employees, changes in the law or regulations regarding the environment or other environmental liabilities, the Company's capital structure, funding strategy, cost management programs and share price, the Company's ability to integrate acquisitions and the Company's ability to protect its intellectual property.
For more information on these risks, uncertainties and other factors the reader should refer to the Company's filings with the securities regulatory authorities, including the Company's annual information form dated April 30, 2013, which is available on SEDAR at www.sedar.com. To the extent any forward-looking information in this press release constitutes future-oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Other than as required under securities laws, the Company does not undertake to update any forward-looking information at any particular time. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement.
SOURCE Hudson's Bay Company