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Special Committee of the Board of Hudson’s Bay Company Responds to Proposal from Catalyst Capital Group

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TORONTO & NEW YORK–(BUSINESS WIRE)–The Special Committee of the Board of Directors of Hudson’s Bay Company (TSX:HBC) (“HBC” or the “Company”) today announced that it has concluded that the unsolicited proposal from The Catalyst Capital Group Inc. (“Catalyst”) to acquire HBC is not reasonably capable of being consummated. As a result, the Catalyst proposal cannot be a Superior Proposal for the purposes of the Arrangement Agreement between HBC and Rupert Acquisition LLC dated October 20, 2019 (the “Arrangement Agreement”).

The Special Committee gave careful consideration to the Catalyst proposal and the opportunity to pursue it. Following its receipt of the Catalyst proposal, the Special Committee requested and received from Catalyst additional information regarding the proposal, including with respect to the intended financing of the proposed transaction, the due diligence required to be completed by Catalyst, and other matters. In order to have more time to consider the proposal, the Special Committee also sought, and was granted, an extension from Catalyst to the November 29, 2019 deadline that Catalyst had originally established for receiving a response to its proposal.

The Continuing Shareholders (as defined in the Arrangement Agreement) confirmed to the Special Committee today that they, in their capacity as shareholders, are not interested in any transaction that would result in a sale of their interests in HBC. As the Continuing Shareholders collectively own approximately 57% of the common shares of HBC on an as-converted basis, and the transaction proposed by Catalyst would require approval by at least three-quarters of the votes cast at a meeting of shareholders held to approve the transaction, the opposition of the Continuing Shareholders to the transaction proposed by Catalyst means the transaction is incapable of being completed.

The Special Committee continues to recommend that minority shareholders vote for the special resolution approving the Arrangement at the meeting of HBC shareholders to be held on December 17, 2019.

About HBC

HBC is a diversified retailer focused on driving the performance of high-quality stores and their omni-channel platforms and unlocking the value of real estate holdings. Founded in 1670, HBC is the oldest company in North America. HBC’s portfolio today includes formats ranging from luxury to premium department stores to off price fashion shopping destinations, with nearly 250 stores and approximately 30,000 employees around the world. HBC’s leading businesses across North America include Saks Fifth Avenue, Hudson’s Bay, and Saks OFF 5TH. HBC also has significant investments in real estate joint ventures. It has partnered with Simon Property Group Inc. in the HBS Joint Venture, which owns properties in the United States. In Canada, it has partnered with RioCan Real Estate Investment Trust in the RioCan-HBC Joint Venture.

Forward-Looking Statements

Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.

Although HBC believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond HBC’s control and the effects of which can be difficult to predict: (a) the possibility that the transaction will not be completed on the terms and conditions, or on the timing, proposed, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and regulatory approvals and other conditions of closing necessary to complete the transaction or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the transaction; (d) risks relating to HBC’s ability to retain and attract key personnel during the interim period; (e) the possibility of litigation relating to the transaction; (f) credit, market, currency, operational, real estate, liquidity and funding risks generally and relating specifically to the transaction, including changes in economic conditions, interest rates or tax rates; (g) risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business; and (h) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the transaction.

HBC cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause HBC’s actual results to differ from current expectations, please refer to the “Risk Factors” sections of HBC’s Annual Information Form dated May 3, 2019 and Management Information Circular dated November 14, 2019, as well as HBC’s other public filings, available at www.sedar.com and at www.hbc.com.

The forward-looking statements contained in this news release describe HBC’s expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, HBC does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

Contacts

Investor Relations:
Jennifer Bewley, 646-802-4631

jennifer.bewley@hbc.com

Media:
Special Committee
Sard Verbinnen & Co.

Liz Zale and Paul Scarpetta, 212-687-8080

Meghan Gavigan, 415-618-8750

HBC-SVC@sardverb.com

Company
Andrew Blecher, 646-802-4030

press@hbc.com

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Business Wire

Shortages of Low-Skill, Middle-Skill, and High-Skill Workers Causing Revenue Declines and Other Headaches for Employers, TrueBlue’s Latest Study Finds

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TACOMA, Wash.–(BUSINESS WIRE)–While there has been a lot of discourse around the shortage of high-skill workers in the U.S., a new study by staffing giant TrueBlue shows a significant percentage of employers are also struggling with deficits in low-skill and middle-skill workers – and dealing with a host of business challenges as a result.

According to TrueBlue’s nationwide survey, which included nearly 1,500 managers (HR, operational, and business), skills shortages are widening across skills categories:

  • 32% of managers can’t find workers to fill low-skill positions (generally classified as those that may or may not require a high school diploma and require little to no experience)
  • 46% can’t find workers for middle-skill jobs (typically require some experience and continuing education such as college courses, an apprenticeship or certification, but don’t necessarily require a four-year college degree)
  • 35% can’t find workers for high-skill jobs (typically require a four-year degree or higher and specialized experience)

Low unemployment coupled with globalization, accelerated technology advancement, and evolving work models are creating talent deficits across all skill levels within organizations,” said Patrick Beharelle, CEO of TrueBlue. “The skills supply is not keeping up with demand, which is fueling a greater intensity in an already competitive labor market and adversely impacting productivity, service quality, and revenue growth for businesses.”

Impact of Talent Shortages on Businesses

The top three business challenges managers are experiencing due to prolonged job vacancies within their organizations include:

  • Quality – More than a third of managers (35%) reported that extended job vacancies have caused lower product or service quality.
  • Turnover – 25% have seen higher employee turnover.
  • Revenue – 23% said their companies experienced a decline in revenue.

To address talent shortages and minimize associated business impact, 2 in 5 companies (41 percent) reported that they plan to raise compensation for entry-level workers and nearly half (46 percent) plan to train and hire the long-term unemployed in the coming year.

Survey Methodology

This SurveyMonkey survey was conducted online in the U.S. by TrueBlue between September 23 and October 15, 2019. It included 1,499 managers (HR, operations and general). The survey was across regions, industries, and company sizes.

About TrueBlue

TrueBlue (NYSE: TBI) is a global leader in specialized workforce solutions that help clients achieve business growth and improve productivity. In 2018, the company connected approximately 730,000 people with work. TrueBlue’s PeopleReady segment offers on-demand industrial staffing services, PeopleManagement offers contingent and productivity-based, on-site industrial staffing and driver staffing services, and PeopleScout offers recruitment process outsourcing (RPO) and managed service provider (MSP) solutions to a wide variety of industries. Learn more at www.trueblue.com.

Contacts

Jennifer Grasz

Vice President, Corporate Communications

jgrasz@trueblue.com
(312) 840-6327

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Business Wire

Law Firm of Estey & Bomberger Reports: Uber Says Nearly 6,000 Rapes, Sexual Assaults Occurred in Two-year Period

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SAN DIEGO–(BUSINESS WIRE)–The law firm of Estey & Bomberger reported today that Uber’s long-awaited sexual assault report was released Dec. 5, with the ride-hailing company admitting that 5,981* passengers and drivers were raped or sexually assaulted between 2017-2018.

“I applaud Uber for releasing the data that acknowledges there is a problem with sexual assaults occurring in rideshare. While we believe these assaults were preventable, Uber’s report represents a tremendous step for ride-hailing safety,” said Estey & Bomberger attorney Mike Bomberger. “I think there are many positive measures Uber is taking. However, Uber still has an obligation to help the victims who have been raped and assaulted and facing a lifetime of emotional pain. They will need ongoing therapy.”

Estey & Bomberger represents more than 100 ride-hailing sexual assault victims.

“It’s important to remember when reading this report that only one in three women report their sexual assault,” Bomberger said. “Therefore, the number of women who have been sexually assaulted is certainly much higher than reported here.”

Bomberger reiterated his call for all ride-hailing trips to be digitally recorded.

“We’re pleased that Uber is now testing cameras in Texas. That’s the real solution to this problem – if drivers know they’re being recorded they won’t rape and assault,” Bomberger said.

Estey & Bomberger is asking Lyft and Uber sexual assault victims, along with former employees of the ride-sharing firms, to contact its office by calling 866-964-1708 or emailing info@lyftsexualassaultlawyers.com.

*statistic courtesy NPR “Uber Received Nearly 6,000 U.S. Sexual Assault Claims in Past 2 Years,” Dec. 5, 2019.

Contacts

for Estey & Bomberger

Ed Vasquez, 408-420-6558

ed@ejvcommunications.com

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Business Wire

Best’s Market Segment Report: AM Best Maintains Global Reinsurance Market Outlook at Stable

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OLDWICK, N.J.–(BUSINESS WIRE)–AM Best has maintained a market segment outlook of stable on the global reinsurance industry for 2020, citing a stabilized pricing environment — albeit at levels below long-term adequacy — the continuing alignment between traditional and third-party capital and ongoing stability in the global life reinsurance segment.

A new Best’s Market Segment Report, titled, “Market Segment Outlook: Global Reinsurance,” states that although rates in the non-life reinsurance market have improved modestly, pricing has not kept adequate pace with the changing risk dynamics, as illustrated by loss development from events such as hurricanes Irma and Maria and Typhoon Jebi, and potential losses from more-recent events (e.g., Hurricane Dorian). Property catastrophe pricing still is being driven by the availability of third-party capital; however, the increasing interdependence between traditional capacity and third-party capital through joint ventures, retrocession and direct ownership should serve to more closely align return objectives for the market overall. Third-party capital also represents a benefit in the form of stabilized earnings of rated balance sheets, due to tail risk being assumed by this capital.

Overall market conditions are improving, but AM Best remains concerned about insufficient rate adequacy relating to certain U.S. casualty lines, a steady decline in the benefit of favorable reserve releases and the pervasive low interest rate environment. The collective effect of these factors requires underwriting discipline, and failure to react to these pressures could adversely affect the segment.

The report outlines other factors that are driving the stable market segment outlook, including:

  • AM Best believes alternative third-party capital will hold the line on future return expectations following the recent heavy catastrophe loss years;
  • A decline in capital consumption and earnings volatility, due in part to the increased utilization of third-party capital in retrocessionaire programs;
  • Greater emphasis on underwriting discipline due to pressure on interest rates and potential slower economic growth globally;
  • Improving pricing momentum driven by higher loss costs, coupled with lower loss reserve redundancies;
  • Increased demand for non-life reinsurance due to primary companies’ recent loss experience, as well as new risk transfer opportunities and mergers and acquisitions;
  • Stable operating performance among life reinsurers, which continue to maintain defensible market positions and offer services beyond risk transfer that create hurdles for new entrants.

To access the full copy of the overall global reinsurance briefing, please visit http://www3.ambest.com/bestweek/purchase.asp?record_code=292334.

Separate briefings on the non-life and life reinsurance segments can be viewed at:

To view a video with AM Best Associate Director Scott Mangan about the global reinsurance market segment outlook, please visit http://www.ambest.com/v.asp?v=globalreoutlook1219.

AM Best is a global credit rating agency, news publisher and data provider specializing in the insurance industry. The company does business in more than 100 countries. Headquartered in Oldwick, NJ, AM Best has offices in cities around the world, including London, Amsterdam, Dubai, Hong Kong, Singapore and Mexico City. For more information, visit www.ambest.com.

Copyright © 2019 by A.M. Best Company, Inc. and/or its affiliates.

ALL RIGHTS RESERVED.

Contacts

Robert DeRose
Senior Director
+1 908 439 2200, ext. 5435
robert.derose@ambest.com

Greg Carter
Managing Director
+44 20 7397 0288
greg.carter@ambest.com

Michael Porcelli, FSA
Director
+1 908 439 2200, ext. 5548
michael.porcelli@ambest.com

Christopher Sharkey
Manager, Public Relations
+1 908 439 2200, ext. 5159
christopher.sharkey@ambest.com

Jim Peavy
Director, Public Relations
+1 908 439 2200, ext. 5644
james.peavy@ambest.com

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