Saks shareholders approve merger with Hudson's Bay

The merger will create a premier North American fashion retail business centered on three iconic retail brands – Hudson’s Bay, Lord & Taylor and Saks Fifth Avenue. The combined Company will operate a total of 320 stores, including 179 full-line department stores, 72 outlet stores and 69 home stores in prime retail locations throughout the U.S. and Canada, along with three e-commerce sites. The combined Company would have generated pro forma sales and normalized EBITDA in fiscal 2012 of approximately C$7.2 billion and C$587 million, respectively, before any synergies.

“With the addition of Saks Fifth Avenue, we will begin an exciting new era for HBC,” said Richard Baker, HBC’s Governor and CEO. “By uniting Saks, Hudson’s Bay and Lord & Taylor, we are creating a platform built upon three brands with a rich heritage in retailing. We will be well positioned to serve customers across a range of shopping experiences, including the luxury, mid-tier and outlet categories. We plan to invest in the growth potential of each brand and category. And, we will unlock the tremendous potential of the Company’s world-class real estate assets. As we pursue our strategic growth plans, we look forward to driving increasing value for HBC shareholders.”

Growth Opportunities for Saks Fifth Avenue

HBC has stated that it plans to expand the Saks’ banner to Canada, opening as many as seven full-line Saks Fifth Avenue stores and up to 25 OFF 5TH outlet locations over the next several years. The Company intends to expand Saks’ e-commerce presence in Canada by establishing a Canadian saks website. HBC will also continue Saks’ existing plans to further expand the OFF 5TH footprint in the U.S.

As previously announced, HBC expects the merged enterprise to achieve C$100 million of annual synergies within three years through a combination of shared services, operational efficiencies and implementing best practices across banners.

Experienced Retailing Leadership

HBC also announced key executive leadership roles at the corporate and business unit levels. As previously reported, Marigay McKee will become President of Saks Fifth Avenue, effective January 6, 2014, and Liz Rodbell will become President of the HBC Department Store Group (Hudson’s Bay and Lord & Taylor), effective February 1. Both will report to HBC’s Office of the Chairman, which consists of Richard Baker, Governor and CEO, and Don Watros, Chief Operating Officer of HBC.

Saks Fifth Avenue will remain a separate operating unit under the HBC umbrella, maintaining its own merchandising, marketing and store operations teams. Saks’ operations will continue to be headquartered at its existing New York City offices. Additionally, key members of Saks' senior merchant and store-level leadership teams will remain in place following the merger. The Company also noted that key members of its corporate leadership team, including Chief Operating Officer, Don Watros, and Chief Administrative Officer, Marc Metrick, held senior management positions at Saks prior to joining HBC.

In addition, HBC announced a number of key members of its Corporate Shared Services group, which was created to provide an effective platform for the operation and growth of the Company and its retail brands. The Shared Services group, which reports to the Office of the Chairman, includes: Marc Metrick, Chief Administrative Officer; Mike Culhane, Chief Financial Officer; David Pickwoad, General Counsel; Brian Pall, President-Real Estate; and Kerry Mader, EVP-Store Planning, Design & Construction.

Hudson's Bay Company