- Catalyst tender offer has resulted in 18,491,502 shares tendered, representing 10.05% of HBC shares outstanding
- Catalyst will complete cash purchase of shares within three business days
TORONTO, Aug. 19, 2019 /PRNewswire/ - The Catalyst Capital Group Inc., on behalf of investment funds managed by it, ("Catalyst") today announced that it received and accepted 18,491,502 shares of Hudson's Bay Company (TSX: HBC) ("HBC" or the "Company") at a purchase price of $10.11 per share in cash, for an aggregate cost of approximately $187 million. The shares accepted for purchase represent 10.05% of HBC's total shares outstanding. Catalyst will complete the purchase of the shares within three business days.
Gabriel de Alba, Managing Director and Partner of Catalyst, said, "We are pleased with the result of our offer to HBC shareholders, which gave participating shareholders an immediate premium to both the market price of HBC shares and to the Baker Group's proposal."
Added Mr. de Alba, "The 10.05% of HBC shares adds to our existing holdings and we look forward to working with HBC, the Special Committee of the Board and the Company's stakeholders to ensure that this iconic company and its substantial assets are positioned to unlock value and that any transaction or strategic alternative maximizes value for the benefit of all shareholders."
Catalyst continues to support the Special Committee's process and maintains that the Special Committee reject any effort by the controlling shareholders of the Company and certain other insiders, who on June 10, 2019 made a buyout proposal, (the "Baker Group") to disenfranchise the Company's minority owners. Catalyst is committed to working with the Special Committee and the HBC Board to seek out every alternative that can maximize value for all shareholders, whether through a sale process, dividend distributions of the cash to be realized from the sale of the Company's key European assets or otherwise.
Certain statements contained in this press release, including statements regarding the maximization of HBC shareholder value, 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 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 the Baker Group with respect to their June 10, 2019 proposal and agreements entered into among them, 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.
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SOURCE The Catalyst Capital Group Inc.