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Opinion: Sweetened offer from HBC a better alternative than allowing the buyout deal to fall apart – The Globe and Mail

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The sweetened offer from Hudson’s Bay Co. executive chairman Richard Baker to the retailer’s minority shareholders looks set to end a stalemate that was sure to bring pain to all sides.

Catalyst Capital Group Inc.’s hardball tactics in the battle for Canada’s oldest corporation paid off. The Toronto-based private-equity fund led by financier Newton Glassman had a 17.5-per-cent stake in HBC and became the loudest critic of the buyout first announced in early June. The agreed-upon bid price – although far below what dissident investors have contended HBC is worth – prevents further erosion in the shares as the department-store sector struggles against online competition.

Late Friday, Catalyst pledged its support for an $11-a-share bid from Mr. Baker and his fellow controlling shareholders. That is 70 cents higher than the previous offer that minority shareholders spurned despite the HBC board’s recommendation. It is also the price Catalyst itself had previously proposed to offer for the owner of the Hudson’s Bay and Saks Fifth Avenue banners.

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The offer, at more than $1-billion, is no windfall for shareholders including Catalyst, which will sell its shares for 8.8 per cent more than it bought most of its interest, said Julian Klymochko, veteran arbitrageur and chief executive of Accelerate Financial Technology Inc. But it is a better alternative than the deal falling apart.

“The worst-case scenario is to end up in that purgatory where the stock tanks 50 per cent and there’s really no hope for public shareholders. So it is a small win here,” Mr. Klymochko said.

Before taxes, Catalyst will make a profit of about $16.5-million on the 18.5 million shares it bought in a mini-tender last summer at $10.11 each. It has not disclosed the price it paid for the other 13.7-million shares it bought previously, but proceeds will likely be much higher.

None of the players involved in the deal would comment on Sunday about what led to the break in the acrimony.

Catalyst’s stake, along with that of other minority shareholders, was enough to block the bid by Mr. Baker and his allies, which include Rhone Capital LLC, Hanover Investments (Luxembourg) SA and Abrams Capital Management LP. Although the Baker group collectively controlled 57 per cent of HBC shares, a majority of minority shareholders had to vote in favour for a buyout to be successful.

Catalyst opposed the Baker group on several fronts, including launching a complaint with the Ontario Securities Commission that resulted in HBC having to postpone the shareholder vote. It appeared the bid was set to fail anyway, as minority holders stuck to their view that the value of the offer did not reflect the worth of HBC’s real estate.

A major point of debate is the flagship Saks store in Manhattan. In 2014, it was valued by a lender at $4.1-billion. This fall, real estate appraisers pegged it at $2.1-billion – with $1.64-billion in debt. HBC argued that the deteriorating retail landscape, especially on that New York strip, had hurt the value. Investors did not buy the explanation, which was part of the calculation that HBC’s real estate was worth $8.75 of the last offer.

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Mr. Baker wants to restructure HBC away from the public spotlight, and the prospect of the takeover battle dragging on would only hurt those efforts. The stock has weakened despite several asset sales and store closings, as the business environment has worsened. The shares traded at nearly $29 in 2015, but had fallen to $6.22 just before Mr. Baker announced his privatization plan.

Not all minority shareholders are enamoured with the 6.8-per-cent increase in the bid. Sandpiper Group, a real estate private equity company, said HBC is worth significantly more but added, “it is a good outcome to arrive at given the controlling shareholder group involved.” Alyssa Barry, Sandpiper’s vice-president of capital markets, declined to say if the firm now will vote in favour of the bid.

Another dissident, Ortelius Advisors LP, will proceed with a lawsuit against HBC and Mr. Baker, according to a spokesman. The New York activist hedge fund is seeking an injunction against the deal, arguing that HBC is understating the true value of the property and presenting “misleading negative views” of the company’s prospects.

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Roots sees room for expansion in activewear, reports $5.2M Q2 loss and sales drop

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TORONTO – Roots Corp. may have built its brand on all things comfy and cosy, but its CEO says activewear is now “really becoming a core part” of the brand.

The category, which at Roots spans leggings, tracksuits, sports bras and bike shorts, has seen such sustained double-digit growth that Meghan Roach plans to make it a key part of the business’ future.

“It’s an area … you will see us continue to expand upon,” she told analysts on a Friday call.

The Toronto-based retailer’s push into activewear has taken shape over many years and included several turns as the official designer and supplier of Team Canada’s Olympic uniform.

But consumers have had plenty of choice when it comes to workout gear and other apparel suited to their sporting needs. On top of the slew of athletic brands like Nike and Adidas, shoppers have also gravitated toward Lululemon Athletica Inc., Alo and Vuori, ramping up competition in the activewear category.

Roach feels Roots’ toehold in the category stems from the fit, feel and following its merchandise has cultivated.

“Our product really resonates with (shoppers) because you can wear it through multiple different use cases and occasions,” she said.

“We’ve been seeing customers come back again and again for some of these core products in our activewear collection.”

Her remarks came the same day as Roots revealed it lost $5.2 million in its latest quarter compared with a loss of $5.3 million in the same quarter last year.

The company said the second-quarter loss amounted to 13 cents per diluted share for the quarter ended Aug. 3, the same as a year earlier.

In presenting the results, Roach reminded analysts that the first half of the year is usually “seasonally small,” representing just 30 per cent of the company’s annual sales.

Sales for the second quarter totalled $47.7 million, down from $49.4 million in the same quarter last year.

The move lower came as direct-to-consumer sales amounted to $36.4 million, down from $37.1 million a year earlier, as comparable sales edged down 0.2 per cent.

The numbers reflect the fact that Roots continued to grapple with inventory challenges in the company’s Cooper fleece line that first cropped up in its previous quarter.

Roots recently began to use artificial intelligence to assist with daily inventory replenishments and said more tools helping with allocation will go live in the next quarter.

Beyond that time period, the company intends to keep exploring AI and renovate more of its stores.

It will also re-evaluate its design ranks.

Roots announced Friday that chief product officer Karuna Scheinfeld has stepped down.

Rather than fill the role, the company plans to hire senior level design talent with international experience in the outdoor and activewear sectors who will take on tasks previously done by the chief product officer.

This report by The Canadian Press was first published Sept. 13, 2024.

Companies in this story: (TSX:ROOT)

The Canadian Press. All rights reserved.

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Talks on today over HandyDART strike affecting vulnerable people in Metro Vancouver

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VANCOUVER – Mediated talks between the union representing HandyDART workers in Metro Vancouver and its employer, Transdev, are set to resume today as a strike that has stopped most services drags into a second week.

No timeline has been set for the length of the negotiations, but Joe McCann, president of the Amalgamated Transit Union Local 1724, says they are willing to stay there as long as it takes, even if talks drag on all night.

About 600 employees of the door-to-door transit service for people unable to navigate the conventional transit system have been on strike since last Tuesday, pausing service for all but essential medical trips.

Hundreds of drivers rallied outside TransLink’s head office earlier this week, calling for the transportation provider to intervene in the dispute with Transdev, which was contracted to oversee HandyDART service.

Transdev said earlier this week that it will provide a reply to the union’s latest proposal on Thursday.

A statement from the company said it “strongly believes” that their employees deserve fair wages, and that a fair contract “must balance the needs of their employees, clients and taxpayers.”

This report by The Canadian Press was first published Sept. 12, 2024.

The Canadian Press. All rights reserved.

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Transat AT reports $39.9M Q3 loss compared with $57.3M profit a year earlier

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MONTREAL – Travel company Transat AT Inc. reported a loss in its latest quarter compared with a profit a year earlier as its revenue edged lower.

The parent company of Air Transat says it lost $39.9 million or $1.03 per diluted share in its quarter ended July 31.

The result compared with a profit of $57.3 million or $1.49 per diluted share a year earlier.

Revenue in what was the company’s third quarter totalled $736.2 million, down from $746.3 million in the same quarter last year.

On an adjusted basis, Transat says it lost $1.10 per share in its latest quarter compared with an adjusted profit of $1.10 per share a year earlier.

Transat chief executive Annick Guérard says demand for leisure travel remains healthy, as evidenced by higher traffic, but consumers are increasingly price conscious given the current economic uncertainty.

This report by The Canadian Press was first published Sept. 12, 2024.

Companies in this story: (TSX:TRZ)

The Canadian Press. All rights reserved.

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