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The HBC Continuing Shareholders Send Letter to Special Committee

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Shareholders Have a Clear Choice to Make:

Accept the All-Cash Offer for $10.30 Per Share from the Continuing Shareholders or Remain Investors in HBC as a Public Company

NEW YORK–(BUSINESS WIRE)–A group of shareholders of Hudson’s Bay Company (TSX: HBC) (“HBC” or the “Company”), who collectively own approximately 57% of the outstanding common shares of HBC on an as-converted basis (collectively the “Continuing Shareholders”), yesterday sent the following letter to the Special Committee regarding the Catalyst Capital Group’s unsolicited proposal to acquire HBC:

December 2, 2019

Special Committee of the Board of Directors

Hudson’s Bay Company

401 Bay Street, Suite 500

Toronto, ON M5H 2Y4

Re: Catalyst Announcement

Dear Members of the Special Committee:

We refer to the announcement by The Catalyst Group Inc. (Catalyst) on November 27, 2019 (the Catalyst Announcement) and to the arrangement agreement dated October 20, 2019 between Rupert Acquisition LLC and Hudson’s Bay Company (the Company) (the Arrangement Agreement).

As you know, under the Arrangement Agreement the Continuing Shareholders have agreed to roll approximately $1.5 billion of equity in the Company into a transaction that delivers $10.30 per share to the Company’s minority shareholders. The Special Committee and the full Board of Directors approved the terms of the transaction after extensive analysis and negotiations. The transaction has been pending before the minority shareholders since October 21, 2019.

We and our advisors have reviewed the Catalyst Announcement and have serious concerns.

It is intended to mislead and manipulate

  • We believe that the Catalyst Announcement is an illusory offer, intended to mislead minority shareholders, manipulate the market, and would only serve to frustrate the opportunity for minority shareholders to receive premium cash consideration for their shares.

It is not capable of being financed

  • The Catalyst Announcement fails to identify or account for obvious and significant uses of cash to fund its proposal, and is not realistic in its assumptions regarding sources of cash.
  • Even on their flawed sources and uses, the Catalyst Announcement contemplates the Company incurring in excess of $1 billion in incremental net indebtedness. The amount of pro forma leverage is unrealistic, and much higher than the Company, or any department store retailer, can achieve or bear.
  • Catalyst’s reckless financing plans would swiftly add the Company to the long list of retailers that have been forced to close their doors, shed jobs and impact pensioners. Indeed, we question how the Board or any financing source could ever be satisfied with the solvency of the Company under Catalyst’s highly levered capital structure, which appears to be approximately 90% debt financed.

Catalyst is not a credible counterparty

  • HBC is a storied and important Canadian company and its shareholders deserve certainty and transparency. We believe it is also highly relevant to the review of the Catalyst Announcement for the Special Committee to consider Catalyst’s track record and reputation.
  • As is widely reported, Catalyst has a track record of failing to execute on its promises and of engaging in conduct that is viewed critically by many participants in the capital markets.
  • Rupert Acquisition LLC has made a complaint to the Ontario Securities Commission about Catalyst’s misleading disclosure regarding, among other things, the adequacy of their publicly stated financing arrangements (which have not been committed by any means) and their purported “blocking position” in respect of our transaction.

It is not capable of being completed

  • We have consistently stated that we are not, in our capacities as shareholders, interested in any transaction that would result in a sale of our interests in HBC – a fact that is well known by Catalyst. The Catalyst Announcement is therefore a tactic, plain and simple, designed to confuse and mislead the markets and minority shareholders.

Sincerely,

Rupert Acquisition LLC

The Continuing Shareholders include individuals and entities related to, or affiliated with, Richard A. Baker, Governor and Executive Chairman of HBC; Rhône Capital L.L.C.; WeWork Property Advisors; Hanover Investments (Luxembourg) S.A.; and Abrams Capital Management, L.P.

HBC’s Circular states that HBC’s Board, having received the unanimous recommendation of the Special Committee, determined that the Arrangement is in the best interests of HBC and fair to the minority shareholders. The HBC Board has recommended that minority shareholders vote in favor of the arrangement at the special meeting of shareholders to approve the take private transaction on December 17, 2019.

Your vote is important no matter how many shares you own. The Special Committee and the Board recommend that minority shareholders vote FOR the transaction well in advance of the proxy voting deadline for the special meeting of shareholders, which is 10:00 a.m. ET on Friday, December 13, 2019.

Shareholders who have any questions or require assistance with voting, please contact the Company’s proxy solicitation agent Kingsdale Advisors: (toll-free) 1.866.581.0512 (collect) 1.416.8672272 or contactus@kingsdaleadvisors.com.

For further information on the arrangement to take HBC private, please refer to the Company’s Management Information Circular dated November 14, 2019 and related proxy materials. A copy of the Management Information Circular and related proxy materials may be found under the Company’s profile on SEDAR at www.sedar.com and on HBC’s website at http://investor.hbc.com/investor-relations.

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 the Continuing Shareholders believe 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 their expectations and plans as set forth in such forward-looking statements, including those set forth in the “Risk Factors” section of the Company’s Annual Information Form dated May 3, 2019, those set forth in the “Risk Factors” section of the Company’s Management Information Circular dated November 14, 2019 as well as the Company’s other public filings, available at www.sedar.com and at www.hbc.com.

The forward-looking statements contained in this news release describe the Continuing Shareholders’ 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, the Continuing Shareholders do 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

Matthew Sherman / Kelly Sullivan / Annabelle Rinehart / Kara Brickman

Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449

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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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