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".
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.