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Here’s Why HBC Postponed Shareholder Vote on Take-Private Plan

Hudson’s Bay Co. postponed a special shareholders’ meeting scheduled for Tuesday to vote on its take-private plans.

In a statement issued Monday, the Canadian retailing company said it “intends to schedule a new date for the postponed special meeting of shareholders as soon as practicable, and to provide shareholders with an amended Management Information Circular that will contain additional information that the Ontario Securities Commission requires to be included in the circular.”

The amended informational report is expected to contain the amended dates for submission of proxy voting instructions.

The delay stems from The Catalyst Capital Group‘s filing with the Ontario Securities Commission earlier this month requesting a hearing on the agreement between HBC and the take-private plan led by chairman Richard Baker.

HBC rejected the competing plan submitted by activist investor Catalyst, which charges that the proposal put forth by the group led by Baker fails to generate sufficient value for minority shareholders.

However, HBC has other issues with the Baker group’s plan to go private. Institutional Shareholder Services, a leading independent proxy advisory service, earlier this month recommended that shareholders vote against the plan, while competing independent proxy advisory firm Glass Lewis urged shareholders to support the Baker consortium’s proposal.

How it all will shake out, or whether HBC will even proceed with the plan despite Monday’s statement, remains to be seen. HBC needs the majority of votes from minority shareholders to move the plan forward. Fellow activist shareholder Land and Buildings has taken Catalyst’s side, adding to growing indications that HBC lacks the necessary votes to succeed in its take-private goal.

HBC agreed to the Baker group’s bid, which would acquire the Canadian retailing for $1.45 billion, or $7.86 a share, higher than the initial offer of $1.31 billion, or $7.12 a share.

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