An entity controlled by Richard A. Baker, Rupert of the Rhine LLC, has entered into an agreement to acquire 17.95 million common shares of Hudson’s Bay Company (HBC.TO) from 2380162 Ontario Limited, a wholly-owned subsidiary of Ontario Teachers’ Pension Plan Board, at a price of C$9.45 per share, representing 115% of the “market price” determined in accordance with Section 1.11 of National Instrument 62-104 – Take-Over Bids and Issuer Bids.
The acquisition of the Purchased Shares is being made in reliance on the “private agreement exemption” under Section 4.2 of NI 62-104. The Purchaser is an entity controlled directly or indirectly by Richard A. Baker, the Governor and Executive Chairman of HBC, and the Purchaser may be considered a joint actor of L&T B (Cayman) Inc. As a result, L&T B (Cayman) Inc. will be filing an updated early warning report.
The Purchased Shares represent approximately 9.76% of the issued and outstanding Common Shares on a non-diluted basis and 7.54% of the issued and outstanding Common Shares, assuming the conversion as of the date hereof of the outstanding convertible preferred shares of HBC into Common Shares.
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