HBC urged to accept offer on German store chain

TORONTO — An activist investor wants Hudson’s Bay Co. to “seriously consider” a bid it values at $4.49 billion for the Canadian retailer’s German department store chain and other real estate assets – at a value about 40 per cent higher than its original purchase price.

The unsolicited offer from European retail competitor Signa Holding for the Galeria Kaufhof chain and other properties is above HBC’s 2015 $3.2 billion purchase price and stated net asset value, Land & Buildings Investment Management said in a letter sent to shareholders Wednesday.

“Selling properties at or above the company’s stated (net asset value) is likely the optimal and lowest cost option for raising capital – and further underscores the real estate value of the company,” the letter reads.

Hudson’s Bay, which has not expressed interest in selling its German business, confirmed the unsolicited offer on Wednesday after trading of its shares was temporarily suspended on the Toronto Stock Exchange.

The company’s stock had been up about seven per cent on Wednesday prior to the halt and advanced $1.02, or 9.05 per cent, to $12.29 at the closing of markets.

“As we’ve previously stated, our European business is an important element of the Company’s strategy,” the company said in a statement.

“HBC remains focused on executing its strategy and plans for the upcoming holiday season.”

In the letter, Land & Buildings also said it’s written to the Toronto Stock Exchange and the Ontario Securities Commission with concerns over the company issuing a convertible preferred security without the approval of minority shareholders.

The move amounts to an agreement to sell a controlling interest in the company, the letter said, and the shareholders can vote as common shareholders once the transaction closes.

They “are contractually bound to vote in favour of the Board’s director nominees for an undisclosed period of time,” the letter reads.

The investor has pressured management for months and argues that HBC’s stock price is undervalued.

Land & Buildings has previously threatened to seek the removal of company directors unless it unlocked the substantial value in its real estate holdings.

After that threat, the retailer sold its storied Lord & Taylor property in the heart of New York City in October. As part of the $1.6 billion Lord & Taylor deal, Hudson’s Bay has said it would also lease out office space in its other locations, including floors of its downtown Toronto and Vancouver locations.

Earlier this week, however, it said it may sell its Vancouver property.

Former CEO Gerald Storch also announced last month that he was leaving the company to return to his consulting firm in November – less than two months after he helped bring the Canadian retail chain to an international market.

Richard Baker, whom Storch succeeded in the top role and who has resumed the CEO’s duties on an interim basis, has been specifically targeted by Land & Buildings.

The U.S. investment firm has said Storch’s departure would not solve the problem of HBC’s stock price, adding that Baker is the bigger problem as far as it is concerned.

Hudson’s Bay has been struggling in a shifting retail landscape in which consumers are increasingly turning to online shopping. This summer, the company announced it was cutting 2,000 jobs.

The company said it will not comment further about speculation surrounding its German business assets unless required by law.

It acquired Galeria Kaufhof in 2015 as part of a $3.2-billion deal that included Belgian retailer Galeria Inno and other real estate assets. The takeover included more than 103 Galeria Kaufhof stores, 16 Sportarena stores and 16 Galeria Inno stores.