Catalyst Comments on Recent Statement by HBC Special Committee on Catalyst and Baker Group Offers
- Catalyst is encouraged that the Special Committee acknowledges that the Baker Group offer of $9.45 per common share is "inadequate"
- Catalyst's fully-funded cash offer provides significant premium and immediate liquidity for shareholders who choose to participate
- Catalyst supports Special Committee's effort to maximize value for all shareholders while not disenfranchising minority owners
TORONTO, Aug. 2, 2019 /PRNewswire/ - The Catalyst Capital Group Inc., on behalf of investment funds managed by it, ("Catalyst") today commented on the recent statement issued by the Special Committee of the Board of Directors of Hudson's Bay Company (TSX: HBC) ("HBC" or the "Company") in relation to the offer by Catalyst to purchase up to 14,836,795 common shares of HBC at a price of $10.11 per common share, payable in cash, and the proposal by Richard A. Baker, Governor and Executive Chairman of HBC, and certain other insiders of the Company (collectively, the "Baker Group" or the "Controlling Insiders") to buy out minority shareholders at $9.45 per common share.
In its statement, the Special Committee specifically declares:
Based on initial analysis completed to date by its financial advisor and other factors, the Special Committee has communicated to the [Baker] Group that the price of $9.45 per common share offered in the [Baker] Group Proposal is inadequate.
Catalyst is encouraged by this early acknowledgement by the Special Committee of what was clear to many investors from the beginning: the Baker Group is attempting to buy out the Company's minority owners below fair value, using shareholder capital and assets. This clear rejection by the Special Committee of the Baker Group's undervalued offer represents a first, but important, step toward reinforcing the broader market's understanding of the value of HBC.
Catalyst also notes that its fully-funded cash offer is straight-forward, complies with all applicable law, and provides shareholders who choose to participate both liquidity and a significant premium to the Baker Group proposal. With the Catalyst offer, any and all tendered shares, up to a maximum of 14,836,795, 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, letter to shareholders that was posted by Catalyst at www.sedar.com under the Company's profile.
Catalyst urges the Special Committee to reject any effort 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 European assets or otherwise.
ABOUT CATALYST
The Catalyst Capital Group Inc., a private equity investment firm with more than $6 billion in assets under management, is a Canadian private equity investment firm founded in June 2002. Catalyst specializes in control and/or influence investments in distressed and undervalued Canadian situations. The Catalyst team collectively possesses more than 110 years of relevant experience in restructuring, credit markets and merchant and investment banking in both the U.S. and Canada. For more information, please visit www.catcapital.com.
SHAREHOLDER QUESTIONS
Shareholders with questions or who need assistance tendering their common shares to the Catalyst offer can contact the Depositary and Information Agent for the offer:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls outside North America: 1-416-304-0211
Email: [email protected]
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including statements regarding the success of the Catalyst offer and the fair value of HBC, 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, 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.
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