SAKS INCORPORATED SHAREHOLDERS APPROVE MERGER WITH HUDSON’S BAY COMPANY; CLOSING PLANNED FOR NOVEMBER 4, 2013

Date:

Share post:

This is good news for those anticipating the completion of Saks Fifth Avenue’s purchase by the Hudson’s Bay Company. Saks shareholders have approved the merger, and the deal is scheduled to close next Monday.

99.4% of Saks shareholders approved the deal. Potential litigation by shareholders has also been settled.

The following is the full press release regarding the Saks sale:

BusinessWire · Oct. 30, 2013 | Last Updated: Oct. 30, 2013 4:06 PM ET
Hudson’s Bay Company (TSX:HBC) (“HBC” or the “Company”) announced that the merger of Saks Incorporated with HBC was approved at a special meeting of Saks Incorporated shareholders held earlier today. Accordingly, HBC plans to complete the merger on November 4, 2013.

The merger will create a premier North American fashion retail business centered on three iconic retail brands – Hudson’s Bay, Lord & Taylor and Saks Fifth Avenue. The combined Company will operate a total of 320 stores, including 179 full-line department stores, 72 outlet stores and 69 home stores in prime retail locations throughout the U.S. and Canada, along with three e-commerce sites. The combined Company would have generated pro forma sales and normalized EBITDA in fiscal 2012 of approximately C$7.2 billion and C$587 million, respectively, before any synergies.

“With the addition of Saks Fifth Avenue, we will begin an exciting new era for HBC,” said Richard Baker, HBC’s Governor and CEO. “By uniting Saks, Hudson’s Bay and Lord & Taylor, we are creating a platform built upon three brands with a rich heritage in retailing. We will be well positioned to serve customers across a range of shopping experiences, including the luxury, mid-tier and outlet categories. We plan to invest in the growth potential of each brand and category. And, we will unlock the tremendous potential of the Company’s world-class real estate assets. As we pursue our strategic growth plans, we look forward to driving increasing value for HBC shareholders.”

Growth Opportunities for Saks Fifth Avenue
HBC has stated that it plans to expand the Saks’ banner to Canada, opening as many as seven full-line Saks Fifth Avenue stores and up to 25 OFF 5TH outlet locations over the next several years. The Company intends to expand Saks’ e-commerce presence in Canada by establishing a Canadian saks.com website. HBC will also continue Saks’ existing plans to further expand the OFF 5TH footprint in the U.S.

As previously announced, HBC expects the merged enterprise to achieve C$100 million of annual synergies within three years through a combination of shared services, operational efficiencies and implementing best practices across banners.

Experienced Retailing Leadership

HBC also announced key executive leadership roles at the corporate and business unit levels. As previously reported, Marigay McKee will become President of Saks Fifth Avenue, effective January 6, 2014, and Liz Rodbell will become President of the HBC Department Store Group (Hudson’s Bay and Lord & Taylor), effective February 1. Both will report to HBC’s Office of the Chairman, which consists of Richard Baker, Governor and CEO, and Don Watros, Chief Operating Officer of HBC.
Saks Fifth Avenue will remain a separate operating unit under the HBC umbrella, maintaining its own merchandising, marketing and store operations teams. Saks’ operations will continue to be headquartered at its existing New York City offices. Additionally, key members of Saks’ senior merchant and store-level leadership teams will remain in place following the merger. The Company also noted that key members of its corporate leadership team, including Chief Operating Officer, Don Watros, and Chief Administrative Officer, Marc Metrick, held senior management positions at Saks prior to joining HBC.
In addition, HBC announced a number of key members of its Corporate Shared Services group, which was created to provide an effective platform for the operation and growth of the Company and its retail brands. The Shared Services group, which reports to the Office of the Chairman, includes: Marc Metrick, Chief Administrative Officer; Mike Culhane, Chief Financial Officer; David Pickwoad, General Counsel; Brian Pall, President-Real Estate; and Kerry Mader, EVP-Store Planning, Design & Construction.
About Hudson’s Bay Company
Hudson’s Bay Company (HBC), founded in 1670, is North America’s longest continually operated company. In Canada, HBC operates Hudson’s Bay, Canada’s largest department store with 90 locations, unsurpassed in its fashion, beauty, home and accessory designers and brands, as well as thebay.com. HBC also operates Home Outfitters, Canada’s largest home specialty superstore with 69 locations across the country. In the United States, HBC operates Lord & Taylor, a department store with 49 full-line store locations throughout the northeastern United States and in two major cities in the Midwest, and lordandtaylor.com. With approximately 29,000 Associates in Canada and the U.S., Hudson’s Bay Company banners provide stylish, quality merchandise at great value, with a dedicated focus on service excellence. Hudson’s Bay Company trades on the Toronto Stock Exchange under the symbol “HBC”.

Forward-Looking Statements
There can be no assurance that the transaction will close or that an equity or debt offering will be undertaken or completed in whole or in part or the timing of any such transaction. No securities will be offered or sold in the United States or to U.S. persons absent registration under the U.S. Securities Act of 1933 or the availability of an applicable exemption from such registration. This press release does not constitute a solicitation of an offer to purchase, or an offer to sell, securities in the United States or elsewhere. Closing of the transaction is not conditional on the completion of any of the foregoing.
Information in this press release that is not current or historical factual information may constitute forward-looking information, including future-oriented financial information and financial outlooks, within the meaning of securities laws, related to the timing and completion of the Saks acquisition (including the financing thereof) and the anticipated benefits of such acquisition, including the timing and value of anticipated synergies, revenue growth potential, unlocking real estate portfolio and reducing HBC’s quarterly dividend. This information is based on certain assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking information is subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what the Company currently expects. These risks, uncertainties and other factors include, but are not limited to: credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates, the timing and market acceptance of future products, competition in the Company’s markets, the growth of certain business categories and market segments and the willingness of customers to shop at the Company’s stores, the Company’s margins and sales and those of the Company’s competitors, the Company’s reliance on customers, risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, regulations, competition, seasonality, commodity price and business disruption, the Company’s relationships with suppliers and manufacturers, changes to existing accounting pronouncements, the ability of the Company to successfully implement its strategic initiatives, changes in consumer spending, managing our portfolio of brands and our merchandising mix, seasonal weather patterns, economic, social, and political instability in jurisdictions where suppliers are located, increased shipping costs, potential transportation delays and interruptions, the risk of damage to the reputation of brands promoted by the Company and the cost of store network expansion and retrofits, compliance costs associated with environmental laws and regulations, fluctuations in currency and exchange rates, commodity prices, the Company’s ability to maintain good relations with its employees, changes in the law or regulations regarding the environment or other environmental liabilities, the Company’s capital structure, funding strategy, cost management programs and share price, the Company’s ability to integrate acquisitions and the Company’s ability to protect its intellectual property.
For more information on these risks, uncertainties and other factors the reader should refer to the Company’s filings with the securities regulatory authorities, including the Company’s annual information form dated April 30, 2013, which is available on SEDAR at www.sedar.com. To the extent any forward- looking information in this press release constitutes future-oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are based on assumptions and subject to risks, uncertainties and other factors. Actual results may differ materially from what the Company currently expects. Other than as required under securities laws, the Company does not undertake to update any forward-looking information at any particular time. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement.
E-HBC1670

Contacts
Hudson’s Bay Company
Investors
Lucas Evans, (416) 861-4444
Senior Vice President and Treasurer
investorrelations@hbc.com

or
Media
United States
Lividini & Co.
Andrew Blecher, (212) 252-7504
Andrew@lividini.com

or
Canada
Freda Colbourne, (416) 560-9974
colbournef@gmail.com

[Source]

LEAVE A REPLY

Please enter your comment!
Please enter your name here

More From Retail Insider

Toronto’s CF Sherway Gardens Hits Sales Milestone with Exciting Retail Growth and Future Plans [Interview]

The shopping centre is adding new retailers as sales per square foot hit an all-time high, with plans to re-tenant Nordstorm as foot traffic grows following Eataly's opening in the mall a few months ago.

ECS Coffee Opens Canada’s Largest Coffee and Espresso Equipment Gear Showroom and Retail Space in Toronto [Interview]

The new Etobicoke location is unique to Canada if not North America, according to its founder, with coffee roasting, equipment showroom, over 500 varieties of coffee, Youtube studio and various in-store experiences. He has plans to expand the concept nationally.

New Loblaws City Market Opens in Vancouver’s ‘The Post’ Building, Adding Grocery Competition to the Downtown Core [Podcast]

Craig and Lee discuss the opening of a new Loblaws City Market in downtown Vancouver's renovated Post building, and they explore its potential impact on local grocery shopping.

Loblaw Announces $2 Billion Investment in Canada for 2024 with Dozens of New Stores and 7,500 New Jobs [Expert Comment]

The retail behemoth will be growing substantially this year, following backlash over profits as inflation continues to impact Canadians.

Dubai-Based Asian Street Food Concept ‘Wok Boyz’ Expands into Canada with Plans for Multiple Locations [Interview]

The company's founder says the popular concept, with personalized meals, has an opportunity to grow substantially with its high-quality ingredients and theatrical flare, complete with fiery customer-facing woks.

Calgary Surge Basketball Team Launches Innovative Pop-Up at CF Chinook Centre to Boost Community Engagement [Interview]

The retail activation, which opened this month, is resulting in heavier foot traffic in a quieter part of the mall.

Upscale Pusateri’s Fine Foods to Close Yorkville Grocery Store in Toronto After 20 Years

The 5,500 square foot store opened to much fanfare in 2003, with valet parking, private chefs and pricey goods. 

Loblaw and Walmart Could be Forced to Adhere to Grocery Code of Conduct with Legislation [Op-Ed]

Sylvain Charlebois says that it's rare for all of Canada's political parties to agree, signalling a shift that could force grocers to comply amid record inflation.

Factory Direct to Shut All 14 Stores Amid Bankruptcy, Liquidation to Begin Saturday

The company, founded in 1995, is one of Canada’s largest privately owned discount retailers which struggled with declining sales and increasing costs following the pandemic.

What to Expect for the Canadian Retail and Hospitality Sectors in 2024 [Video Interview]

Michael Kehoe provides an expansive overview of what's expected for Canada's retail industry in 2024, and how the commercial real estate industry is becoming more dynamic than ever.

Anatomy of a Leader: David Lui, CEO of Kit and Ace and Co-Founder of Unity Brands

Lui has an extensive background in retail with over 30 years of experience and is known for his award-winning brand transformations, e-commerce and digital knowledge along with his passion for scaling businesses.

Robotic Retail Gaining Traction in Canada, But Some Consumers are Being Left Behind [Op-Ed]

Automated retailers without in-store staff are opening across Canada, such as Aisle 24, RC Coffee and PizzaForno -- but consumers without smart phones, credit cards, or with vision issues may not be able to access these retailers says a researcher.

Oakridge Park Announces 1st Luxury Retailers, Attracting Top Brands to Vancouver [Podcast]

Craig and Lee discuss the latest Oakridge Park announcement, highlighting the addition of luxury and upper contemporary brands to Vancouver's retail landscape and how it will impact downtown.

Interview on What it Takes: Lee Valley Tools Named Top Retailer in Ontario for Customer Service

The company's COO Jason Tasse discusses the retailer's secret sauce for having an engaged workforce, while also discussing plans to expand with more stores and retail concepts.

Survey Data Shows Canadians will Prioritize Romance Over Budget Cuts This Valentine’s Day [Interviews]

David Litwin of Moneris notes that Valentine's is an interesting bellwether for what businesses might expect from consumers for the rest of the year.

Anine Bing to Open 2nd Canadian Storefront at the Four Seasons Hotel in Toronto 

The US-based women’s fashion brand recently opened its first Canadian store at Yorkdale, and will open its second location in a downtown luxury hotel. 

Retail Burnout Crisis in Canada: The Call for Empathetic Leadership and Proactive Solutions Amid Operational Strains [Feature]

It's never been more difficult to work in retail, with store managers burning out amid lower staffing numbers, increased task and store robberies. Two industry experts discuss the situation.

Leon’s Furniture to Develop 40-Acre Site in Toronto with Flagship Store, HQ and Thousands of Units of Housing [Interview]

The company is expanding in Canada as it looks to open new stores, while also establishing a REIT that will become its own entity.

Retail Insider the magazine Presents the Trends and Forcing Functions that will Shape the Future of Retail

Experts weigh in on the current and future state of the retail industry in Canada, as well as discussion on new retail entrants to Canada.

Québec’s Bill 96 Signage Laws are Bewildering for Many Retailers while Presenting Opportunities [Op-Ed]

Québec’s French-language sign rules are chaotic, yet they unearth an unforeseen opportunity for brand differentiation says Éric Blais.

RECENT RETAIL INSIDER VIDEOS

Advertisment

Subscribe to the Newsletter

Subscribe

* indicates required

RECENT articles

Toronto’s CF Sherway Gardens Hits Sales Milestone with Exciting Retail Growth and Future Plans [Interview]

The shopping centre is adding new retailers as sales per square foot hit an all-time high, with plans to re-tenant Nordstorm as foot traffic grows following Eataly's opening in the mall a few months ago.

ECS Coffee Opens Canada’s Largest Coffee and Espresso Equipment Gear Showroom and Retail Space in Toronto [Interview]

The new Etobicoke location is unique to Canada if not North America, according to its founder, with coffee roasting, equipment showroom, over 500 varieties of coffee, Youtube studio and various in-store experiences. He has plans to expand the concept nationally.

New Loblaws City Market Opens in Vancouver’s ‘The Post’ Building, Adding Grocery Competition to the Downtown Core [Podcast]

Craig and Lee discuss the opening of a new Loblaws City Market in downtown Vancouver's renovated Post building, and they explore its potential impact on local grocery shopping.

Loblaw Announces $2 Billion Investment in Canada for 2024 with Dozens of New Stores and 7,500 New Jobs [Expert Comment]

The retail behemoth will be growing substantially this year, following backlash over profits as inflation continues to impact Canadians.

Dubai-Based Asian Street Food Concept ‘Wok Boyz’ Expands into Canada with Plans for Multiple Locations [Interview]

The company's founder says the popular concept, with personalized meals, has an opportunity to grow substantially with its high-quality ingredients and theatrical flare, complete with fiery customer-facing woks.

Calgary Surge Basketball Team Launches Innovative Pop-Up at CF Chinook Centre to Boost Community Engagement [Interview]

The retail activation, which opened this month, is resulting in heavier foot traffic in a quieter part of the mall.

Upscale Pusateri’s Fine Foods to Close Yorkville Grocery Store in Toronto After 20 Years

The 5,500 square foot store opened to much fanfare in 2003, with valet parking, private chefs and pricey goods. 

Loblaw and Walmart Could be Forced to Adhere to Grocery Code of Conduct with Legislation [Op-Ed]

Sylvain Charlebois says that it's rare for all of Canada's political parties to agree, signalling a shift that could force grocers to comply amid record inflation.

Factory Direct to Shut All 14 Stores Amid Bankruptcy, Liquidation to Begin Saturday

The company, founded in 1995, is one of Canada’s largest privately owned discount retailers which struggled with declining sales and increasing costs following the pandemic.

What to Expect for the Canadian Retail and Hospitality Sectors in 2024 [Video Interview]

Michael Kehoe provides an expansive overview of what's expected for Canada's retail industry in 2024, and how the commercial real estate industry is becoming more dynamic than ever.

Anatomy of a Leader: David Lui, CEO of Kit and Ace and Co-Founder of Unity Brands

Lui has an extensive background in retail with over 30 years of experience and is known for his award-winning brand transformations, e-commerce and digital knowledge along with his passion for scaling businesses.

Robotic Retail Gaining Traction in Canada, But Some Consumers are Being Left Behind [Op-Ed]

Automated retailers without in-store staff are opening across Canada, such as Aisle 24, RC Coffee and PizzaForno -- but consumers without smart phones, credit cards, or with vision issues may not be able to access these retailers says a researcher.

Oakridge Park Announces 1st Luxury Retailers, Attracting Top Brands to Vancouver [Podcast]

Craig and Lee discuss the latest Oakridge Park announcement, highlighting the addition of luxury and upper contemporary brands to Vancouver's retail landscape and how it will impact downtown.

Interview on What it Takes: Lee Valley Tools Named Top Retailer in Ontario for Customer Service

The company's COO Jason Tasse discusses the retailer's secret sauce for having an engaged workforce, while also discussing plans to expand with more stores and retail concepts.

Survey Data Shows Canadians will Prioritize Romance Over Budget Cuts This Valentine’s Day [Interviews]

David Litwin of Moneris notes that Valentine's is an interesting bellwether for what businesses might expect from consumers for the rest of the year.

Anine Bing to Open 2nd Canadian Storefront at the Four Seasons Hotel in Toronto 

The US-based women’s fashion brand recently opened its first Canadian store at Yorkdale, and will open its second location in a downtown luxury hotel. 

Retail Burnout Crisis in Canada: The Call for Empathetic Leadership and Proactive Solutions Amid Operational Strains [Feature]

It's never been more difficult to work in retail, with store managers burning out amid lower staffing numbers, increased task and store robberies. Two industry experts discuss the situation.

Leon’s Furniture to Develop 40-Acre Site in Toronto with Flagship Store, HQ and Thousands of Units of Housing [Interview]

The company is expanding in Canada as it looks to open new stores, while also establishing a REIT that will become its own entity.

Retail Insider the magazine Presents the Trends and Forcing Functions that will Shape the Future of Retail

Experts weigh in on the current and future state of the retail industry in Canada, as well as discussion on new retail entrants to Canada.

Québec’s Bill 96 Signage Laws are Bewildering for Many Retailers while Presenting Opportunities [Op-Ed]

Québec’s French-language sign rules are chaotic, yet they unearth an unforeseen opportunity for brand differentiation says Éric Blais.