Catalyst, Baker group reach deal on HBC takeover; price raised to $11 per share

TORONTO — A battle for control of the company that owns the Hudson’s Bay and Saks Fifth Avenue retail chains seems to have ended with a victory for the Catalyst Capital Group, which has fought for months to get a better price from a shareholders group led by HBC executive chairman Richard Baker.

Based on the latest offer, HBC’s equity would be worth roughly $2 billion, about 11 per cent higher than its recent trading value on the Toronto Stock Exchange.

Hudson’s Bay Co. said Friday that Baker’s group has raised its offer by 70 cents or 6.8 per cent, to $11 per share cash, and that Catalyst has conditionally agreed to sell its shares at that price.

Catalyst said in a statement that it has the right to withdraw its support under certain circumstances, but indicated it was pleased with the higher price on the table.

The new price ”delivers significantly more value for all minority shareholders, well above the original proposal of $9.45 per share,” Catalyst partner Gabriel de Alba said in a statement.

The Baker group had raised its original offer offer to $10.30 per share in response to opposition but Catalyst had enough stock — 17.5 per cent of the total — to prevent a complete takeover that will allow the continuing shareholders to delist HBC from the public stock market.

Catalyst had used various techniques to block the Baker group, including making a counter offer of $11 per share and a successful trip to the Ontario Securities Commission, which directed HBC and the Baker group to provide more information before holding a shareholder vote.

That vote is now expected to be held in February. For the Baker group to succeed, it will need to obtain at least 75 per cent of the votes cast by all shareholders and at least a simple majority of votes by minority shareholders, including Catalyst.

David Leith, chair of the committee considering the offers, said the new price provides minority shareholders with “compelling and immediate” value.

“I would like to commend Catalyst on their constructive approach to getting a transaction agreed which we believe is in the best interests of the company and the minority shareholders,” Leith said in a statement.

Despite the overall agreement between the warring factions, there are some conditions that would allow Catalyst to retract its support.

Catalyst said that one condition is that TD Securities Inc. provides a new formal valuation of Hudson’s Bay Co. prior to the vote and that ”the lower end of the range of the fair market value of the HBC Shares is equal to or less than $11.”

The deal also requires HBC to mail and electronically post an amended management circular by Feb. 14 and that language in the circular complies with an OSC order issued Dec. 18.

Friday’s announcement comes days after there was an unconfirmed report of a deal that sent HBC shares soaring briefly above $10 on Tuesday. They closed Friday at $9.88 at the Toronto Stock Exchange.

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