(Reuters) – Institutional Shareholder Services said on Friday it recommends shareholders vote against a plan by the chairman of Hudson’s Bay Co (HBC.TO) to take the Saks Fifth Avenue owner private after the bid was topped by an offer from Catalyst Capital Group Inc.
In October, Hudson’s Bay agreed to a C$1.9 billion ($1.4 billion) offer worth C$10.30 per share from shareholders led by Chairman Richard Baker.
The group, which collectively owns 57% of Hudson’s Bay, includes private equity firm Rhone Capital LLC and office-space sharing start-up WeWork’s property arm.
But private equity firm Catalyst Capital Group Inc, which owns 17.5% of Hudson’s Bay and was unhappy with the bid by the Baker-led consortium, offered C$11 per share in November.
ISS said in a note there was “no legitimate rationale from a governance perspective for recommending shareholders accept a lower offer.”
David Leith, chairman of Hudson’s Bay’s special board committee that negotiated the…
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