Hudson's Bay Company's (TSX: HBC) shareholders voted overwhelmingly in favor of a plan to become a private company at a special meeting of shareholders held earlier today.
Shareholders approved the resolution with 98.28 percent of the votes cast at the meeting being voted in favor of the plan, surpassing the required favorable vote of at least 75 percent. The special resolution also required approval by a 'majority of the minority' shareholders and 94.46 percent of the votes cast by minority shareholders were voted in favor of the resolution.
Under the plan of arrangement, HBC will become a private company owned by a group of continuing shareholders led by Richard Baker, Governor and Executive Chairman of HBC. The company's other shareholders will receive $11.00 per share in cash.
The completion of the arrangement is subject to the satisfaction or waiver of customary closing conditions, including the approval and issuance of a final order by the Ontario Superior Court of Justice (Commercial List). HBC will be seeking a final order from the Court on February 28, 2020 and, assuming all other closing conditions are satisfied, the arrangement is expected to be completed on or around March 3, 2020. Following completion of the arrangement, it is anticipated that the common shares of the Company will be delisted from the Toronto Stock Exchange and the company will apply to cease to be a reporting issuer under applicable Canadian securities laws.
Enclosed with the management information circular dated January 30, 2020 was a letter of transmittal explaining how registered shareholders can submit their common shares in order to receive the consideration. Shareholders who have questions or require assistance with submitting their common shares in connection with the arrangement may direct their questions to TSX Trust Company, which is acting as depositary in connection with the Arrangement, by phone at (416) 342-1091, toll-free at 1 (866) 600-5869 or by email at TMXEInvestorServices@tmx.com, or contact your professional advisor.
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 North America. HBC's portfolio today includes formats ranging from luxury to premium department stores to off price fashion shopping destinations, with nearly 250 stores and approximately 30,000 employees around the world. HBC's leading businesses across North America include Saks Fifth Avenue, Hudson's Bay, and Saks OFF 5TH. HBC also has significant investments in real estate joint ventures. It has partnered with Simon Property Group Inc. in the HBS Joint Venture, which owns properties in the United States. In Canada, it has partnered with RioCan Real Estate Investment Trust in the RioCan-HBC Joint Venture.
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 satisfaction or waiver of conditions to closing of the Arrangement, the expected date of completion of the Arrangement, expected impacts of the Arrangement and other statements that are not historical 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 Arrangement 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 court approvals and other conditions of closing necessary to complete the Arrangement 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 Arrangement; (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 Arrangement; (f) credit, market, currency, operational, real estate, liquidity and funding risks generally and relating specifically to the Arrangement, 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 Arrangement.
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 May 3, 2019 and Amended and Restated Management Information Circular dated January 30, 2020 as well as HBC's other public filings, available at www.sedar.com and at www.hbc.com.
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.