Activist investor calls Hudson’s Bay chairman’s offer ‘woefully inadequate’
The shareholder called on the Canadian department store operator to explore strategic alternatives and hire an independent investment bank to evaluate the value of Hudson’s Bay’s real estate and retail banners.
Hudson’s Bay Co. has tried everything to appease shareholders, from cutting costs to selling off assets. None of it has halted the stock’s steady decline, so Chairman Richard Baker is stepping in with a cash bid valued at about $1.74 billion to take the company private.
Hudson’s Bay offered escape from retail carnage with chairman’s bid
Stock soars on $1.74 billion offer
Baker is teaming up with investors, including Rhone Capital LLC and WeWork Property Advisors, to offer $9.45 a share for the remaining stock of Hudson’s Bay. The group owns about 57 per cent of the company’s outstanding common shares, and the offer represents a 48 per cent premium to the retailer’s closing share price on Friday, the investors said in a statement.
The offer, if successful, would be a next step in Chief Executive Officer Helena Foulkes’s everything-is-on-the-table approach to turning Hudson’s Bay around. The company has already divested flash-sale website Gilt, slashed costs by cutting jobs, unloaded a minority stake to Rhone Capital and sold its iconic Lord & Taylor building in Manhattan to WeWork for US$850 million. But it’s been to no avail — through last week’s close, the stock had lost almost two thirds of its value since 2012.
Shares surged 43 per cent to $9.09 at 10:45 a.m. in Toronto.
In a separate announcement Monday, Hudson’s Bay said it is cashing out of its European operations — to the tune of $1.5 billion. The Toronto-based company said it reached an agreement for partner Signa Holding GmBH to take over the companies’ German real estate and retail joint venture. Part of the proceeds will be used to strengthen the company’s balance sheet by paying down a term loan.
The bid to go private is dependent on the deal with Signa, which is expected to close this fall. The shareholder deal would allow Baker and his partners to continue the company’s turnaround efforts outside the glare of public markets.
“We believe that improving HBC’s performance will require significant time and patient long-term capital that is better suited in a private company context without the emphasis on short-term results and returns,” Baker said in a statement Monday.
Going private will give Hudson’s Bay more flexibility to try new ideas as the company refocuses on North America, said Poonam Goyal, an analyst at Bloomberg Intelligence.
“The retail sector is undergoing massive transformations and maybe they just need the flexibility,” Goyal said.
Hudson’s Bay said no decision has been made on Baker’s bid, and the retailer has formed a special committee to review the proposal with the assistance of outside advisers.
This isn’t the first time shareholders have tried to get involved. Activist investor Land & Buildings Investment Management had pushed the company to explore ways to improve value for shareholders last year, including calling for Hudson’s Bay’s insiders to explore taking the company private. The New York hedge fund, run by Jonathan Litt, also called for the company to sell its European division and other real estate.
Land & Buildings still owns a sizable position in Hudson’s Bay, according to people familiar with the matter. While the hedge fund is still evaluating the terms of the transaction, initial impressions are that the proposed price undervalues the company, the people said.
A representative for Land & Buildings declined to comment.
More changes are likely. The sale of the German business to Signa doesn’t include operations in the Netherlands, which will revert to Hudson’s Bay ownership. Hudson’s Bay said it’s reviewing options for the Netherlands business, “which has not performed to expectations.” In the meantime, the company expects to cut costs by measures that include closing stores.
With assistance from Sandrine Rastello and Lisa Wolfson