Dec 10, 2019
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HBC quarterly revenue slips 2.3%; another investor plans to vote down take-private deal

Dec 10, 2019

Hudson’s Bay Co reported a 2.3% fall in quarterly revenue, as the Canadian department store operator struggled to attract shoppers to its Saks Fifth Avenue and namesake stores.


Net loss widened to C$226 million ($169.91 million), or C$1.23 per share, in the third quarter ended Nov. 2, from C$161 million, or 88 Canadian cents per share, a year earlier.

The company’s total revenue fell to C$1.84 billion from C$1.89 billion.

Coinciding with the earnings news, Hudson’s Bay investor Ortelius Advisors LP on Tuesday said it will vote against the Saks Fifth Avenue owner’s C$1.9 billion ($1.4 billion) take-private deal because of what the hedge fund views as lapses in the sales process.

Ortelius joins a number of investors who say the sale of the company to its Executive Chairman Richard Baker and a group of Hudson’s Bay shareholders with total voting control of 57% over the retailer is not generous enough.

Canadian buyout firm Catalyst Capital Group Inc and hedge fund Land & Buildings have said they oppose the deal, which will go up for a vote by minority shareholders on Dec. 17.

A Hudson’s Bay special board committee that negotiated the sale to Baker’s consortium rejected a separate C$2.03 billion offer for the company from Catalyst Capital Group Inc last week on the basis that the consortium made it clear that it would not support a sale to another party.

The take-private must win support from a majority of the minority shareholders. Catalyst owns roughly 17.5% of Hudson’s Bay, and Ortelius, which sued Hudson’s Bay last week for oppressing its share price, holds roughly 0.5% of the company’s stock.

Ortelius said that the special committee’s decision to make near-simultaneous announcements of a real estate deal and Baker’s take-private earlier this year hurt the company’s share price. The move helped make Baker’s offer look better, according to a statement from Ortelius.

“We contend that Mr. Baker knew that coupling these transactions would impose an artificial ceiling on the stock price,” said Peter DeSorcy, Ortelius’ managing member.

“It is incredulous that the special committee could reasonably determine that near simultaneous announcements would maximize shareholder value for minority investors.”

Representatives for Baker and the investors backing his bid and the special committee of the company did not immediately respond for comment.

The special committee said in a statement on Monday that Baker and other directors on Hudson’s Bay’s board involved in his bid recused themselves from approving the real estate transaction earlier this year.

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