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Report on Business HBC committee invites dissident shareholders to discuss privatization bid, other alternatives

A shopper exits a Hudson's Bay department store in Toronto, Ont.

Chris Helgren/Reuters

The special committee of Hudson’s Bay Co.’s board examining a $1-billion privatization bid led by the retailer’s chairman has invited other shareholders to talk about the contentious proposal as well as any alternatives.

Minority shareholders have criticized the $9.45-a-share offer from a group led by HBC executive chairman Richard Baker as too low, zeroing in on the value of the chain’s real-estate holdings in Canada and the United States. The bidding group has said it controls 57 per cent of the stock.

In a statement, the committee of five HBC directors said it wants to talk with minority shareholders in the coming weeks as it evaluates the proposal “along with other strategic alternatives.” It did not spell out what other alternatives are under discussion.

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Land & Buildings Investment Management LLC, Catalyst Capital Group Inc., Sandpiper Group and Rennie Capital Corp. have been the most prominent investors opposing Mr. Baker’s proposal. Land & Buildings founder Jonathan Litt has called it “woefully inadequate.”

Others have called for a formal sales process to seek higher offers for Canada’s oldest corporation, whose retail operations have suffered in a sector being transformed by online competition.

For the bid to be successful, a majority of the minority shares must be voted in favour.

The special committee also said it took note of a bid this week from Toronto-based private-equity company Catalyst for up to $150-million of HBC shares. Catalyst has said it aims to amass about 20 per cent of the shares not controlled by the Baker group by offering $10.11 a share.

“The special committee will consider this development in conjunction with its ongoing review,” it said.

The Baker group, which includes such other investors as Rhone Capital LLC and office-sharing company WeWork Property Advisors, has yet to file formal bid documents.

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