Hudson's Bay Director Says Insiders' Offer Is Only Deal on the Table

NEW YORK, United States — The Hudson's Bay Co director who led the Saks Fifth Avenue owner's negotiations to sell itself to a group of controlling shareholders said on Wednesday that the C$1.9 billion ($1.4 billion) deal was the only one available.

David Leith, chairman of Hudson's Bay's special board committee that negotiated the sale to a buyout consortium led by the company's executive chairman, Richard Baker, said in an interview that a rival C$2.03 billion offer for the retailer by Canadian private equity firm Catalyst Capital Group Inc was not a choice available to Hudson's Bay shareholders.

"The choice for Hudson's Bay shareholders is the following: They can accept the (Baker) offer that the special committee scrutinized enormously and found it to be fair, or Hudson's Bay will continue as a public company," Leith said.

Baker's take-private deal comes seven years after he took Hudson's Bay public, and values the company at just a third of its 2015 worth, reflecting the challenges facing brick-and-mortar retail chains, amid the rising popularity of online shopping.

The special committee rejected Catalyst's offer on Monday, arguing it "is not reasonably capable of being consummated" given Baker's opposition.

Baker's consortium, which includes buyout firm Rhône Capital LLC and the property investment arm of office-space sharing startup WeWork, already control 57 percent of the voting shares of the company and has said it will block a sale to another party.

Catalyst, which owns roughly 17.5 percent of Hudson's Bay, has urged Hudson's Bay shareholders to shoot down the deal with Baker in a vote scheduled for Dec. 17. Baker's consortium will be excluded from the vote on the deal.

Catalyst also says that its C$11-per-share offer for Hudson's Bay will continue to stand if Baker's C$10.30-per-share deal is voted down. It hopes some of Baker's allies will break ranks once that happens and back its deal. It is also seeking to put pressure on Baker's consortium to raise its bid.

A Catalyst spokesman offered no new comment on Wednesday.

The attempted leveraged buyout of Hudson's Bay is a departure from Toronto-based Catalyst's traditional focus of lending to companies in financial distress, with the aim of taking them over, fixing them up and selling them at a profit.

By Greg Roumeliotis and Lawrence Delevigne; Editors: Jonathan Oatis.