Catalyst Comments on Misrepresentations by Richard Baker and Insiders of Hudson's Bay Company Exposed in OSC Hearings
16 Dec, 2019, 00:39 ET
- Time has come for HBC Special Committee to engage with Catalyst on its superior offer
- Minority shareholders deserve better than constant threats from Richard Baker, who has abandoned his duty to all shareholders
- If the HBC Board will not act, Catalyst is prepared to seek out other remedies
TORONTO, Dec. 15, 2019 /CNW/ - The Catalyst Capital Group Inc., on behalf of investment funds managed by it, ("Catalyst") today commented on developments related to Hudson's Bay Company (TSX: HBC) ("HBC" or the "Company") in regards to the Company-sponsored share buyback (the "Insider Issuer Bid") outlined in the October 20, 2019 arrangement agreement (the "Baker Group Agreement") between insiders led by Mr. Richard Baker (the "Baker Group") and the Company.
Gabriel de Alba, Managing Director and Partner of Catalyst, said, "The formation of the Baker Group was based on highly questionable conduct, including the questionable standstill waiver to Fabric Luxembourg Holdings S.a.r.l, the lack of proper disclosure on the group's actions and the use of material non-public information. This group's existence and behaviour has twisted every step taken by HBC, from the launch by the Baker Group of a coercive bid to the inability of the Special Committee to run a process to create value for shareholders and the lack of negotiations with Catalyst on its superior offer. The time has come for this behaviour and Richard Baker's threats of value destruction to stop. A good-faith value maximization process needs to begin.
"The OSC hearings have demonstrated that numerous questions remain unanswered and undisclosed, and the directors of HBC need to finally step up and be transparent. The disregard for minority shareholders, not to mention the massive waste of shareholder funds, also must come to an end. Minority shareholders have spoken and they do not believe that the Insider Issuer Bid results in maximum value, a message that has been made clear to the HBC Board of Directors and the HBC Special Committee. HBC must now seek termination of the Baker Group Agreement and engage with Catalyst on its superior cash offer of C$11.00 per share. If the Special Committee does not act, Catalyst is prepared to take additional steps to address the improper conduct of HBC and certain of its insiders."
Shareholders with questions can contact the Information Agent:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls outside North America: 1-416-304-0211
Email: [email protected]
Certain statements contained in this press release, including statements regarding Catalyst being prepared to seek out other remedies and Catalyst's superior offer, contain "forward-looking statements" and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "intends", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Catalyst believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that Catalyst will be able to successfully seek out other remedies, the assumption that Catalyst will be able to secure the necessary financing to complete its proposed offer, the business and economic conditions affecting HBC's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel and third party service providers, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, and taxes, and that there will be no unplanned material changes to HBC's facilities, operations and customer and employee relations. Catalyst cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Catalyst and there is no assurance that they will prove correct. Important factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements include, among other things, actions taken by HBC or the Baker Group with respect to the Insider Issuer Bid and agreements entered into among HBC and the Baker Group, Catalyst's ability to secure the necessary financing to complete the Catalyst offer (which financing is subject to customary conditions including satisfactory due diligence), industry risk and other risks inherent in the running of the business of HBC, foreign currency exchange rates and interest rates, general economic conditions, legislative or regulatory changes, changes in income tax laws, and changes in capital or securities markets. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of Catalyst's forward-looking statements. Other unknown and unpredictable factors could also impact its results. Many of these risks and uncertainties relate to factors beyond Catalyst's ability to control or estimate precisely. Consequently, there can be no assurance that the actual results or developments anticipated by Catalyst will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Catalyst or HBC and their respective future results and performance. Forward-looking statements in this press release are based on Catalyst's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Catalyst disavows and disclaims any obligation to do so, except as required by applicable law.
SOURCE The Catalyst Capital Group Inc.
For further information: Media Inquiries: Dan Gagnier / Jeffrey Mathews, Gagnier Communications, Phone: 1-646-569-5897, Email : [email protected]
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