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HBC Announces Formation of Special Committee of Independent Directors to Review Proposal from Shareholder Group
The group of HBC shareholders submitting the proposal includes
individuals and entities related to, or affiliated with, Richard A.
Baker, Governor and Executive Chairman of HBC; Rhône
The Special Committee of independent directors is composed of
The proposed transaction from the Continuing Shareholders represents a
premium of 48% to HBC’s closing share price on the
The Special Committee noted that no decision has been made and it intends to carefully and thoroughly review the proposal with the assistance of its outside financial and legal advisors. There can be no assurance that any definitive agreement will be executed or that the proposed transaction will be approved or consummated. HBC noted that the Continuing Shareholders have advised the Company that they are not interested in an alternative transaction that would result in the sale of the Continuing Shareholders’ interest in HBC or the acquisition by a third party of HBC or any of its material assets.
HBC does not intend to comment on or disclose further developments regarding the Special Committee’s evaluation unless and until it deems further disclosure is appropriate or required.
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 take-private proposal received by the Company from the Continuing Shareholders, including the terms and conditions of the proposal; the review and evaluation of the take-private proposal by the Special Committee with the assistance of its outside financial and legal advisors; and other statements that are not material 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 Company, its Board of Directors, its Special Committee and the Continuing Shareholders cannot come to an agreement on the terms and conditions of the take-private proposal or will not proceed with giving shareholders an opportunity to accept or vote in favour of the take-private proposal; (b) the possibility that the terms and conditions of any definitive agreement in respect of a take-private proposal will differ from those that are currently contemplated; (c) if a definitive agreement is reached, the failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and regulatory approvals and other conditions of closing necessary to complete any take-private proposal; (d) credit, market, currency, operational, real estate, liquidity and funding risks generally, including changes in economic conditions, interest rates or tax rates; (e) risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business and (f) 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 take-private proposal.
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" section of HBC's Annual
Information Form dated
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.
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
HBC also has significant investments in joint ventures. It has partnered
Jennifer Bewley, 646-802-4631
Andrew Blecher, 646-802-4030