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Aug 8, 2019

Hudson’s Bay activist vows to replace chairman if bid fails

Activist shareholder steps up fight with HBC's Richard Baker


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Activist investor Jonathan Litt vowed to replace the chairman of Canadian retailer Hudson’s Bay Co. (HBC.TO) if a bid to take the company private fails.

The investor said the actions of the chairman, Richard Baker, and his buyout group, demonstrate he should be removed from the board. Litt said he would call a meeting to replace Baker with an unnamed “respected former executive” if Baker’s bid to take the company private didn’t get support.

“Baker’s attempt to disenfranchise minority shareholders by offering a woefully inadequate price clearly pits him against the minority shareholders,” Litt said in a letter to shareholders Thursday.

Baker racked up costs to form a special committee to review a bid he must have known was “dead on arrival,” Litt said.

“This process and Baker’s approach has decisively demonstrated that he is unqualified and far too conflicted to continue as governor of the board of directors, and for that matter, to continue as a director of HBC at all,” he said.

Representatives for Hudson’s Bay and Baker didn’t immediately respond to a request for comment.

Baker, and his allies, offered to purchase Hudson’s Bay for $1.74 billion in June, or roughly $9.45 a share. The shares were trading above that at $9.70 in Toronto as of 10:38 a.m.

Litt’s Land & Buildings Investment Management has publicly opposed the plan, alongside other shareholders, including Canadian private equity firm Catalyst Capital Group.

“We are confident that the removal of Baker from the board, the addition of a qualified former executive to the board, a monetization strategy for the benefit of all shareholders, and proper disclosures and investigations of Baker’s recent activities will result in substantial returns to the shareholders of HBC,” Litt said.