12/25/2022 0 Comments Ortelius advisorsLast month, Ortelius surprised us again by indicating its intention to nominate six directors to our seven-person Board. In the Fall, for example, the Board interviewed three Ortelius director candidates and offered to appoint one of them to the Board, without even requesting a typical standstill. Nevertheless, Trecora's Board and management team have continued to engage constructively with Ortelius in good faith. Ortelius now publicly claims to have a "plan to improve operating and financial performance." However, if this plan does exist, Ortelius has yet to share it with Trecora's Board or management team despite having had ample opportunity to do so. Ortelius has also suggested several permutations of those ideas at various times.ĭespite professing an interest in buying all of Trecora (or a substantial minority interest in Trecora) at different times over the last eighteen months, Ortelius has never submitted an indication of value and has, oddly, refused to even sign a standard non-disclosure agreement so that the Company could provide Ortelius with the information it would seemingly need to make such a proposal. Add three directors and remove two directors from the Board.Replace six directors on the Board and.Have the Company conduct a Dutch-tender to buy our own stock while Ortelius also buys stock through a tender or in the open market.Allow Ortelius to buy more than 15% of Trecora stock and waive the protections afforded to our other shareholders under Delaware corporate law.Support Ortelius in issuing a mini-tender offer to buy additional shares in the Company.Enter into exclusive negotiations with Ortelius to sell it the Company (even though Ortelius did not indicate a buyout price or demonstrate that it had adequate financing).At various times, Ortelius has wanted us to: In those conversations, Ortelius has made a wide assortment of claims and proposals. To that end, we have spoken with the principal of Ortelius on dozens of occasions over the past eighteen months and have considered his input seriously and objectively. While we are confident that the Company is positioned for strong, profitable growth, we also remain open to exploring all value-enhancing opportunities. Hudson’s Bay shares ended trading up 2.7% at C$8.88 in Toronto on Friday."Trecora's Board of Directors and management team are focused on delivering value for our shareholders. An independent valuation report by real estate services firms CBRE Group Inc and Cushman & Wakefield Plc valued Hudson’s Bay real estate at $C8.75 per diluted share, helping Baker’s push to convince the special board committee to a deal closer to his offer. Hudson’s Bay’s agreement to sell itself to Baker’s consortium is for C$10.30 per share. The buyout consortium has 57% voting control over the company, but a majority of the shareholders not involved with Baker’s consortium must approve the offer for the deal to be completed.Ĭatalyst, which owns roughly 17.5% of the retailer, made an offer of C$11.00 per share for Hudson’s Bay that a special board committee negotiating on behalf of the company rejected because Baker’s consortium said it was not willing to allow the sale of the company to another party. That has triggered opposition from some Hudson’s Bay investors, including Canadian private equity firm Catalyst Capital Group Inc and hedge fund Ortelius Advisors LP. While Baker’s offer would pay Hudson’s Bay shareholders a 62% premium to the value of their stock prior to his bid being announced, it values the company at just a third of its 2015 worth. Representatives for Hudson’s Bay and Baker’s consortium did not respond to requests for comment.īaker has argued that Hudson’s Bay would be better positioned as a privately held company to face the brick-and-mortar retail sector’s challenges, shielded from the demands and concerns of stock market investors amid the rising popularity of online shopping. 14 on how the deal with Baker was put together. The OSC also dealt Baker another setback by ordering Hudson’s Bay to revise the disclosures it made to its shareholders on Nov. It was not immediately clear when this would now be held. The Ontario Securities Commission (OSC) regulator on Friday said Hudson’s Bay has agreed to postpone the Dec. The sources cautioned that shareholders are allowed to change their mind up to the time that the special meeting of shareholders is held, however. (Reuters) - Saks Fifth Avenue owner Hudson’s Bay Co ( HBC.TO) has fallen short of securing enough shareholder support for a C$1.9 billion($1.4 billion) deal to take the department store operator private, people familiar with the matter said on Friday.Ī buyout consortium of Hudson’s Bay investors led by its Executive Chairman Richard Baker did not win enough votes from other company shareholders by a Friday morning deadline in advance of a Dec.
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