The special committee of the board of Hudson’s Bay Co. has retained TD Securities Inc. to help evaluate last month’s proposal from a group of shareholders to take the company private.
HBC said TD Securities will prepare a formal valuation of the common shares of the company, acting as an independent valuator.
The special committee has retained J.P. Morgan Securities as financial adviser and Blake, Cassels & Graydon LLP as legal counsel to assist in the process.
The committee was formed to review and evaluate the June 10 proposal from a group of HBC shareholders led by Richard Baker, executive chairman and governor of HBC, to take the company private at a price of 9.45 Canadian dollars a share, or $7.22, payable in cash. HBC shares closed at 9.83 Canadian dollars, or $7.51, on Wednesday afternoon and have risen since the offer was unveiled in June from around 7 Canadian dollars.
The committee issued a statement Monday acknowledging shareholders’ feedback expressing their perspectives about the proposed privatization transaction. The statement read: “The committee takes this input seriously and intends to review the transaction proposal carefully with the assistance of its legal and financial advisers and the benefit of the independent valuation. The committee intends to respond to the privatization proposal as promptly as practical.”
Baker and his shareholder group seeking to take HBC private represent about 57 percent of the common shares of HBC. Others in the group include Rhône Capital LLC; WeWork Property Advisors; Hanover Investments (Luxembourg) SA, and Abrams Capital Management LP.
The bid to take HBC private is conditioned on HBC’s deal to unload its German real estate and retail holdings. That deal, also revealed last month, involves selling the retailer’s remaining stake in its German real estate venture to partner with Signa for 1.5 billion Canadian dollars, or 1 billion euros, and divesting its remaining stake in Kaufhof’s retail operations to Signa, which takes full ownership. In exchange, HBC will take full control of its stores in The Netherlands, where Signa has been a partner.
In addition, HBC is seeking to sell its Lord & Taylor division.
Baker and his like-minded group of shareholders have several motivations for taking HBC private. For one, retailing is only getting more difficult and competitive, and going private would enable the company to plan better for the long term, without the distractions and short-term demands of the public markets. Also, HBC’s stock price has been depressed.