RE:Something on HBC CATALYST COMMENTS ON MISREPRESENTATIONS BY RICHARD BAKER AND INSIDERS OF HUDSON'S BAY COMPANY EXPOSED IN OSC HEARINGS
The Catalyst Capital Group Inc., on behalf of investment funds managed by it, has commented on developments related to Hudson's Bay Company in regard to the company-sponsored share buyback outlined in the Oct. 20, 2019, arrangement agreement between insiders led by Richard Baker and the company.
Time has come for HBC Special Committee to engage with Catalyst on its superior offer
Minority shareholders deserve better than constant threats from Richard Baker, who has abandoned his duty to all shareholders
If the HBC Board will not act, Catalyst is prepared to seek out other remedies
Gabriel de Alba, Managing Director and Partner of Catalyst, said, "The formation of the Baker Group was based on highly questionable conduct, including the questionable standstill waiver to Fabric Luxembourg Holdings S.a.r.l, the lack of proper disclosure on the group's actions and the use of material non-public information. This group's existence and behaviour has twisted every step taken by HBC, from the launch by the Baker Group of a coercive bid to the inability of the Special Committee to run a process to create value for shareholders and the lack of negotiations with Catalyst on its superior offer. The time has come for this behaviour and Richard Baker's threats of value destruction to stop. A good-faith value maximization process needs to begin.
"The OSC hearings have demonstrated that numerous questions remain unanswered and undisclosed, and the directors of HBC need to finally step up and be transparent. The disregard for minority shareholders, not to mention the massive waste of shareholder funds, also must come to an end. Minority shareholders have spoken and they do not believe that the Insider Issuer Bid results in maximum value, a message that has been made clear to the HBC Board of Directors and the HBC Special Committee. HBC must now seek termination of the Baker Group Agreement and engage with Catalyst on its superior cash offer of C$11.00 per share. If the Special Committee does not act, Catalyst is prepared to take additional steps to address the improper conduct of HBC and certain of its insiders."