The continuing shareholders of Hudson’s Bay Co. Inc. and Catalyst Capital Group are close to reaching an agreement that would see Catalyst support a higher bid from the continuing shareholders to take the retailer private, WWD has learned.
Sources said Catalyst is working with the continuing shareholders, led by HBC executive chairman Richard Baker, who holds a majority of the retailer, to enter into an agreement to support an offer that would be an amount greater than the 10.30 Canadian dollars a share that Baker’s group originally offered. The amount of the new bid could not immediately be learned.
A deal is expected to be concluded within the next 24 to 48 hours, sources said.
Neither Baker nor representatives of Catalyst could be reached for comment at press time. However, it is understood the continuing shareholders, who represent 57 percent of HBC’s shares, the special committee of HBC directors chosen to assess the offers and Catalyst, which holds a significant minority of HBC, have been in discussions for the last week about a possible deal.
“This would be a big win for Catalyst, especially considering the weak retail environment in Canada at this time,” one source said.
Baker and his group made their offer of 10.30 Canadian dollars to take HBC private in October. In order to do so, they needed to win the approval of a majority of the 43 percent of shares they did not already own. However, Catalyst entered the fray and offered 11 Canadian a share. The special committee rejected this bid, though, and approved Baker’s bid. Baker’s group pointed out that it would be very difficult for Catalyst’s bid to be approved since they represent 57 percent of the shares of the company.
Baker and his group hope to take the company private to no longer be bound by the quarterly pressures of the public markets for short term gains so the company could focus on shoring up the retail operations and possibly monetize and redevelop some of its real estate holdings. The 10.30 Canadian dollar offer by Baker and his group received some thumbs up from two leading outside securities advisory firms. Earlier this month Baker’s group vigorously campaigned to win over votes from minority shareholders, contending that the offer was fair, represented a good premium over what the stock had been trading for prior to his bid and that it likely wouldn’t gain any value amid the challenging retail environment. In addition, HBC, which operates Saks Fifth Avenue, Saks Off 5th and Hudson’s Bay, has been suffering losses and showed an increased loss last quarter. A vote on Baker’s bid was originally scheduled for Dec. 17, but eventually was postponed in the face of Catalyst’s opposition. An activist shareholder, Land & Buildings, also opposed the Baker offer.
For two years, HBC has been streamlining its portfolio, including selling off its European retail and real estate holdings in Germany; selling Lord & Taylor and Gilt Groupe, as well as closing some retail doors.
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