Financial Post article November 02, 2017 07:30 AM Eastern Daylight Time Hudsons Bay Company Responds to Land & Buildings Press Release Corrects Inaccurate Statements by Land & Buildings TORONTO & NEW YORK--(BUSINESS WIRE)--HBC (TSX:HBC) today responded to the inaccurate public statements made by Land & Buildings in its press release issued November 1, 2017 regarding the Companys previously announced strategic transactions involving the sale of the Lord & Taylor Fifth Avenue building and the sale of a minority equity stake to Rhone Capital LLC. Land & Buildings has made allegations regarding the Rhone investment that are incorrect on their face. The Company has not sold a controlling interest to Rhone. Initially, the Company expects that Rhone will hold a 21.8% voting and equity interest in the Company on a partially diluted basis (and an approximately 30.0% voting and equity interest if the preferred shares are held to their eight year maturity). The other terms of Rhones equity investment are customary for transactions of this nature, and were, contrary to Land & Buildings assertion, negotiated at arms length. We urge Land & Buildings to stop misleading our shareholders. The Company is complying with all applicable regulatory requirements in respect of the transactions. Land & Buildings has suggested that the transactions disenfranchise shareholders, and that the Company should obtain minority shareholder approval for the equity investment. In fact, it is exactly the opposite -- more than a majority of the Companys current shareholders have already provided their informed consent to the transactions. None of them stand to gain any special benefit from the transactions. It is therefore Land & Buildings that is seeking to disenfranchise shareholders in order to try to impose its will on the Companys shareholders. The series of strategic transactions with HBC, WeWork Companies and Rhone Capital was carefully considered by HBCs board of directors, who unanimously determined that these transactions were in the best interests of the Company and its stakeholders and who, after receiving advice from its financial and legal advisors, unanimously approved these transactions. These transactions include: a U.S.$500 million equity investment, in the form of mandatorily convertible preferred shares, initially convertible into common shares at U.S.$9.82 (C$12.42) per share; the sale of the Lord & Taylor Fifth Avenue building in a transaction valued at U.S.$850 million; and agreements to lease space to WeWork within select HBC department stores. These transactions are interconnected and further the Companys strategic objectives, including the continued leveraging of its real estate assets, help to strengthen the Companys balance sheet and liquidity, and further position the Company as a leader in experiential retailing. Finally, Mr. Litt has asserted that the board should seriously consider the incomplete offer made by Signa for HBCs German business. The HBC board will review the conditional, non-binding, preliminary proposal by Signa in accordance with its fiduciary duties. Mr. Litt expressly states that the conditional, non-binding, preliminary proposal by Signa is fully financed. HBC has seen no evidence of financing of the Signa proposal. If Mr. Litt has evidence that Signa proposal is fully financed, he is encouraged to forward that evidence as soon as possible. Contacts HBC Investor Relations: Elliot Grundmanis, 646-802-2469 Elliot.grundmanis@hbc.com