Saks Incorporated Provides Update On “Go-Shop” Period Related To Merger Agreement With Hudson’s Bay Company
Retailer Saks Incorporated (NYSE: SKS) (“Saks” or the “Company”) today provided an update on the “go-shop” period related to its definitive merger agreement with Hudson’s Bay Company (TSX: HBC) (“HBC”).
As previously disclosed, the merger agreement entered into on July 28, 2013 between Saks and HBC contains a 40-day “go-shop” period during which Saks was permitted to solicit alternative proposals from third parties. The merger agreement provides that within three business days of the end of the “go-shop” period, Saks will provide Hudson’s Bay Company with a list of “Excluded Parties,” which means any party that submitted a written proposal during the “go-shop” period that the Saks Board of Directors determined either constitutes or could reasonably be expected to constitute a superior proposal. The “go-shop” period expired on September 6, 2013, and no party has been designated by Saks as an “Excluded Party.” Saks is now subject to customary “no-shop” provisions which are outlined in the merger agreement.
The planned transaction has been approved by each company's board of directors and is expected to close before the end of the calendar year, subject to approval by Saks shareholders and other customary closing conditions.
Saks Incorporated currently operates 41 Saks Fifth Avenue stores, 69 Saks Fifth Avenue OFF 5TH stores, and saks.com.Forward-looking Information The information contained in this press release that addresses future results or expectations is considered “forward-looking” information within the definition of the Federal securities laws. Forward-looking information in this document can be identified through the use of words such as “may,” “will,” “intend,” “plan,” “project,” “expect,” “anticipate,” “should,” “would,” “believe,” “estimate,” “contemplate,” “possible,” and “point.” The forward-looking information is premised on many factors, some of which are outlined below. Actual consolidated results might differ materially from projected forward-looking information. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of Saks’ merger agreement with Hudson’s Bay Company (“HBC”), (2) the failure to obtain Saks shareholder approval of the merger with HBC or the failure to satisfy any of the other closing conditions to the merger, (3) the failure of HBC to obtain the necessary financing arrangements set forth in the debt commitment letter and equity investment agreement providing for its financing of the merger, (4) risks related to disruption of management’s attention from Saks’ ongoing business operations due to the transaction, (5) the effect of the announcement of the merger on the ability of Saks to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally, (6) the level of consumer spending for luxury apparel and other merchandise carried by the Company and its ability to respond quickly to consumer trends; (7) macroeconomic conditions and their effect on consumer spending; (8) the Company’s ability to secure adequate financing; (9) adequate and stable sources of merchandise; (10) the competitive pricing environment within the retail sector; (11) the effectiveness of planned advertising, marketing, and promotional campaigns; (12) favorable customer response to relationship marketing efforts of proprietary credit card loyalty programs; (13) appropriate inventory management; (14) effective expense control; (15) successful operation of the Company’s proprietary credit card strategic alliance with Capital One Financial Corporation; (16) geo-political risks; (17) weather conditions and natural disasters; (18) the performance of the financial markets; (19) changes in interest rates; and (20) fluctuations in foreign currency and exchange rates.
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