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Special Committee of the Board of HBC Comments on Amended Offer from Catalyst Capital Group
Advises Shareholders to Exercise Caution with Respect to Amended Offer
Catalyst Declines Request to Extend the Expiry Date
The expiry date of the Amended Catalyst Offer is
HBC Shareholders Should Exercise Caution with Respect to the Amended Catalyst Offer
The Special Committee reiterates its advice to shareholders to exercise caution regarding a decision to tender to the Amended Catalyst Offer. The Amended Catalyst Offer is an offer to acquire up to 19,782,393 HBC common shares, or approximately 10.7% of the Company’s 184,076,650 outstanding common shares. The Special Committee wants to remind HBC shareholders that the Amended Catalyst Offer is not a true alternative to the privatization transaction proposed by a group of HBC shareholders (the “Shareholder Group”). If a revised proposal is received from the
If an agreement with respect to a privatization transaction is reached with the
As previously disclosed, the Amended Catalyst Offer is not a formal take-over bid for purposes of Canadian provincial securities laws, it does not provide shareholders with certain of the protections that such laws require be provided to shareholders in a formal take-over bid.
Status of Shareholder Group Proposal
As previously disclosed, the Special Committee has informed the
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 privatization proposal received by the company, including the terms and conditions of the proposal; the review and evaluation of the privatization proposal by the Special Committee, 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, the Special Committee and the
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 with
Jennifer Bewley, 646-802-4631
Sard Verbinnen & Co.
Liz Zale, 212-687-8080
Meghan Gavigan, 415-618-8750
Andrew Blecher, 646-802-4030