The Special Meeting of Shareholders (the 'Special Meeting') to approve the transaction will be held at The Arcadian Loft, 8th Floor,
Proxy Advisory Firm Recommendations
In making its recommendation FOR, ISS concluded that: The
'The quantum of the Consideration to be paid to the Minority Shareholders is the product of extensive negotiations between the Special Committee, the Continuing Shareholders and Catalyst and their respective advisors that resulted in an increase in the purchase price to be paid to the Minority Shareholders from
In making its recommendation FOR, Glass Lewis concluded that: 'We believe that the higher price is particularly favorable to [minority] shareholders when viewed in the context of the Company's deteriorating profitability in recent years and the substantial industry headwinds that the Company continues to face.'
'In sum, the revised deal offers unaffiliated minority shareholders with a higher exit value for their HBC shares compared to the original deal, while the voting support agreement with Catalyst improves the likelihood of the deal proceeding.'
In recommending a vote FOR the transaction,
'After careful consideration, we believe that approval of the merger agreement is in the best interests of the Company and its shareholders and its advantages and opportunities outweigh the risks associated to the transaction.'
Special Meeting of Shareholders on
Shareholders as of the close of business on the record date of
Each shareholder's vote is important regardless of the number of shares owned. The Special Committee and the Board (excluding conflicted directors) recommend that Minority Shareholders vote in favor of the transaction in advance of the proxy voting deadline of
Materials related to the Special Meeting are available under HBC's profile on SEDAR at www.sedar.com and on HBC's website at www.investor.hbc.com. Shareholders can access voting instructions and additional information about the transaction, including the Management Information Circular, by visiting www.HBCGoPrivate.com.
About HBC
HBC is a diversified retailer focused on driving the performance of high-quality stores and their omni-channel platforms and unlocking the value of real estate holdings. Founded in 1670, HBC is the oldest company in
Forward-Looking Statements
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the rationale of the Special Committee and the Board of Directors for entering into the Arrangement Agreement, as amended, the terms and conditions of the Arrangement Agreement, as amended, the timing of various steps to be completed in connection with the transaction, and other statements that are not material facts. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as 'may', 'will', 'expect', 'believe', 'estimate', 'plan', 'could', 'should', 'would', 'outlook', 'forecast', 'anticipate', 'foresee', 'continue' or the negative of these terms or variations of them or similar terminology.
Although HBC believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond HBC's control and the effects of which can be difficult to predict: (a) the possibility that the transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and regulatory approvals and other conditions of closing necessary to complete the transaction or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the transaction; (d) risks relating to HBC's ability to retain and attract key personnel during the interim period; (e) the possibility of litigation relating to the transaction; (f) credit, market, currency, operational, real estate, liquidity and funding risks generally and relating specifically to the transaction, including changes in economic conditions, interest rates or tax rates; (g) risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business and (h) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the transaction.
HBC cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause HBC's actual results to differ from current expectations, please refer to the 'Risk Factors' sections of HBC's Annual Information Form dated
The forward-looking statements contained in this news release describe HBC's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, HBC does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Contact:
Tel: 646-802-4631
Email: jennifer.bewley@hbc.com
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