Independent HBC directors say takeover offer from chairman’s group is too low

TORONTO — A committee of independent directors of Hudson’s Bay Co. said Friday that the price per share offered by a group of its largest shareholders is inadequate — although an independent valuation has yet to be completed.

The special committee was set up to consider alternatives to the group’s June 10 offer of $9.45 cash per common share for HBC, which owns the Saks Fifth Avenue, Hudson’s Bay, Lord & Taylor and Saks OFF 5th retail brands.

A statement from the committee said it has also received an unsolicited offer from Catalyst Capital Group Inc., which has offered $10.11 each for up to 14.8 million common shares or about eight per cent of the total.

The committee said the two offers aren’t directly comparable because Catalyst’s bid for a minority stake doesn’t provide all of the regulatory protections required with a full takeover bid like the one from the shareholders group.

On the other hand, the committee said, it has informed the shareholders group — which includes executive chairman Richard Baker — that an initial analysis has determined that its offer is inadequate.

Baker sent a letter to the board’s special committee on Thursday saying that the group’s offer provides an opportunity for all minority shareholders to sell their shares to patient investors able to address the “difficult challenges” that HBC faces.

“The current macro environment for retailers poses serious threats to both our operating business and our related real estate assets,” he said.

He alleges 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” if there’s no offer for the full company.

HBC shares have risen from $6.37, just prior to the Baker group’s offer and a simultaneous announcement that HBC has a deal to sell its troubled European assets, to $9.80 on Friday afternoon.

Catalyst responded to Baker’s group with its own letter, made public Friday, that accused the controlling shareholders of only intending “to buy out the company’s minority owners below fair value.”

It called the Baker group’s warning of a future collapse in HBC’s stock price as “fear mongering” that omits the value to be derived from selling HBC’s assets in Germany, in a deal announced the same day as the takeover offer.

It added that the HBC board should seek every alternative to maximize value for all shareholders, including dividend distributions of the cash to be realized from the sale of the European assets.

“Catalyst believes that the special committee and its advisers will ultimately determine that fair value is significantly superior to the Baker group proposal,” the Toronto-based fund manager said in its letter.

Companies in this story: (TSX:HBC)

David Paddon, The Canadian Press

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