Richard Baker, executive chairman and governor of Hudson’s Bay Co., has put out a warning.
“The current macro environment for retailers poses serious threats to both our operating business and our related real estate assets,” Baker wrote in a letter to the special committee to HBC’s board, which is examining Baker’s proposal to take HBC private.
He’s part of the group of shareholders of HBC, which collectively owns 57 percent of the outstanding common shares of HBC and on June 10 proposed to take HBC private at 9.45 Canadian dollars. The stock closed at $9.79 Thursday on the Toronto Stock Exchange.
Others in the group include Rhône Capital LLC, WeWork Property Advisors, Hanover Investments (Luxembourg) S.A. and Abrams Capital Management LP.
Baker’s letter, sent to the special committee on Thursday, emphasized that “HBC is currently facing difficult challenges” and that its strategic plan requires “significant capital investment.”
“We believe that the business plan and value creation initiatives required to address these challenges will be better understood, accepted and executed by patient capital in a private company context,” Baker wrote.
“We are already large and long-term shareholders of HBC and are prepared to transfer the long-term risks and uncertainties inherent in pursuing the company’s strategic plan from HBC shareholders to the continuing shareholders via our whole company cash premium proposal. Our proposal provides an opportunity for all minority shareholders to realize the sale of 100 percent of their shares in a fair process and at a premium cash price, with the benefit of full disclosure and an informed board recommendation following a careful and thorough review.”
Baker criticized Catalyst Capital’s bid for approximately 14.8 million shares, at 10.11 Canadian dollars, as “coercive” and “designed solely to prevent our whole company transaction from occurring, and thereby deprive minority shareholders of the ability to receive a substantial cash premium for their full investment in HBC.”
Catalyst made its bid on July 22. It expires on Aug. 16, which is before the special committee has a chance to complete its evaluation of Baker’s bid. Catalyst’s bid represents 15 percent of HBC’s outstanding common shares not owned by the shareholder group, enough to block the sale of the company to Baker and his group. Baker and his group need a majority of the shares not represented by his group for their privatization offer to go through.
“If successful in its partial bid, Catalyst has stated that it intends to vote its shares [including any that are tendered in its partial bid] against our privatization proposal,” Baker wrote. “This could effectively block a whole company sale transaction that the special committee chooses to make available to all HBC minority shareholders on the basis that it is in their best interests.”
Baker also warned that “absent a whole company transaction such as the one we are proposing, there is a real and significant risk that HBC’s stock price falls back to levels comparable to where the stock was trading prior to the announcement of our privatization proposal. We strongly urge the special committee to take whatever measures necessary to preserve the integrity of its review process and not allow Catalyst [or any other party] to usurp its role.”
Baker stressed that his group is “committed to our long-term investment in HBC, and to pursuing the company’s current strategic plan — whether as a private company or while continuing as a public company.”
The group “looks forward to engaging in substantive discussions with the special Committee to deliver significant cash premium value to HBC minority shareholders for the entirety of their investment,” Baker wrote.