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Hudson’s Bay Company To Acquire Saks Incorporated For US$16 Per Share, Bringing Together Three Iconic Retail Brands

Dividend Policy

HBC intends to continue paying a quarterly dividend of C$0.09375 per share through closing of the transaction; after closing, HBC expects to reduce its quarterly dividend to C$0.05 per share to accelerate deleveraging in the short term.

Go-Shop Period

There is a 40-day “go-shop” period under the terms of the agreement, during which Saks may solicit alternative proposals from third parties. Saks does not anticipate that it will disclose any developments with regard to this process unless and until Saks’ board of directors makes a decision with respect to a potential superior proposal. There can be no assurance that this process will result in a superior proposal. The agreement also includes customary breakup fees payable to HBC in connection with the termination of the agreement in certain circumstances.

Advisors

BofA Merrill Lynch acted as lead financial advisor to HBC. RBC Capital Markets acted as an additional financial advisor on the transaction. Stikeman Elliott LLP and Willkie Farr & Gallagher LLP acted as legal counsel to HBC. Goldman Sachs, Morgan Stanley and Guggenheim Securities acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal counsel to Saks.

Conference Call to Discuss Transaction

Richard Baker, HBC’s Chairman and Chief Executive Officer, Michael Culhane, HBC’s Chief Financial Officer, and Don Watros, HBC’s Chief Operating Officer, will discuss the transaction during a conference call on Monday, July 29, 2013 at 8:30 am EDT.

The conference call will be accessible by calling the participant operator assisted toll-free dial-in number (877) 852-2926 or international dial-in number (253) 237-1123. A live webcast of the conference call will be accessible on HBC’s website at http://investor.hbc.com/events.cfm. An audio instant replay will be available via this link until August 29, 2013.

About Hudson’s Bay Company

Hudson’s Bay Company, founded in 1670, is North America’s longest continually operated company. The company was purchased in 2008 by NRDC Equity Partners’ Robert Baker, Bill Mack, Lee Neibart and Richard Baker, who had previously purchased Lord & Taylor in 2006. In Canada, HBC operates Hudson’s Bay, Canada’s largest department store with 90 locations, unsurpassed in its fashion, beauty, home and accessory designers and brands, as well as thebay.com. HBC also operates Home Outfitters, Canada’s largest home specialty superstore with 69 locations across the country. In the United States, HBC operates Lord & Taylor, a department store with 48 full-line store locations throughout the northeastern United States and in two major cities in the Midwest, and lordandtaylor.com. With approximately 29,000 Associates in Canada and the U.S., Hudson's Bay Company banners provide stylish, quality merchandise at great value, with a dedicated focus on service excellence. Hudson's Bay Company trades on the Toronto Stock Exchange under the symbol "HBC".

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