OSC rejects call to block HBC bid, but says circular needs to be amended

TORONTO — The Ontario Securities Commission has rejected a request by a minority shareholder to block a privatization bid for Hudson's Bay Co.

But the commission has granted Catalyst Capital Group's request for an order that HBC must amend its management information circular about the bid.

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The OSC says the shareholder vote on the bid, which is scheduled for Tuesday, can't proceed until the circular is changed and distributed.

The privatization bid is being led by the company's executive chairman Richard Baker as the battle over the company's current value escalates.

Minority shareholder Catalyst, which has presented a competing privatization offer, controls about 17.5 per cent of HBC's common shares.

Catalyst wanted the OSC to permanently prohibit the proposed takeover from the Richard Baker-led group, priced at $10.30 per share.

Two proxy advisory firms have advised shareholders to vote for the $10.30 per share offer — a position HBC's board of directors endorsed in late October and which the company has since encouraged shareholders to back.

Meanwhile, a third proxy advisory firm and a minority shareholder urge shareholders to dissent from the company line. An investment firm that controls about half a per cent of the company's outstanding common shares announced it planned to cast a ballot against the proposal.

The Baker-led group's $10.30 per share offer is higher than the $9.45 per share it initially proposed.

Still, it falls 70 cents short of the competing offer from Catalyst.

This report by The Canadian Press was first published Dec. 13, 2019.

Companies in this story: (TSX:HBC)

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