(Bloomberg) -- Hudson’s Bay Co. shareholders agreed to take the owner of Saks Fifth Avenue private, concluding an eight-month fight that pushed the company’s chairman to sweeten his offer twice.
The Toronto-based company said 98.3% of shareholders voted in favor the C$11-a-share offer by Chairman Richard Baker and a group of allies, which values Hudson’s Bay at about C$2 billion ($1.5 billion). The deal was approved by 94.5% of minority shareholders; the bid required a majority of them to accept.
The oldest company in North America now gets a chance to work out a plan to lure shoppers back at a time of intense online competition, without the expectation of quick results from public markets. Despite efforts to improve inventory efficiency and build up e-commerce sites, department stores have been hit particularly hard by what’s been dubbed the “retail apocalypse.”
Macy’s Inc. shares have slumped 25% this year and its credit rating was cut to junk by S&P Global Ratings amid disappointing results for 2019. The U.S. retailer said Feb. 4 that it will close 125 stores over the next three years. Hudson’s Bay, which sold a string of assets to reduce debt, has been struggling to boost revenue at its eponymous chain in Canada, while Saks has also recently showed signs of weakening.
What Bloomberg Intelligence says:
“Sustained sales weakness at department stores, with a double-digit decline from Feb. 1-17, requires retailers such as Macy’s and Kohl’s to take bolder steps to reinvent themselves, including closing more locations.”
--Poonam Goyal, BI senior retail analyst, and Abigail Gilmartin, BI associate retail analyst
It’s not the first time Hudson’s Bay has disappeared from the glare of public markets. Late U.S. investor Jerry Zucker took the chain private in 2006 for C$860 million. In 2008, Baker-led NRDC Equity Partners LLC agreed to acquire the retailer and an initial public offering followed in 2012. The company bought Saks the following year.
Baker’s bid, which was first announced in June, marked the start of a battle that pitted him and his allies against Catalyst Capital Group Inc., a Toronto-based private equity firm run by Newton Glassman. Catalyst built up a 17.5% stake and waged a campaign against the offer, including after it was increased the first time and approved by the Hudson’s Bay’s board. It also convinced regulators to delay a shareholder vote.
Late on a Friday evening in January, the fighting parties announced they’d reached an agreement at C$11 a share, 16% higher than the original bid. It’s still 35% lower than the IPO price of C$17 a share.
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