Saks Incorporated Shareholders Approve Merger with Hudson’s Bay Company
October 30 2013 - 11:45AM
Business Wire
Retailer Saks Incorporated (NYSE: SKS) (“Saks” or the “Company”)
announced that its shareholders overwhelmingly approved the
previously announced Agreement and Plan of Merger (“Merger
Agreement”) with Hudson’s Bay Company (“HBC”) at its special
meeting held today.
Based on the tabulation of the shareholder vote, approximately
99.4% of the total votes cast, which represents approximately 85.2%
of the total shares outstanding as of the October 2, 2013 record
date for the special meeting, were voted in favor of the
merger.
Under the terms of the Merger Agreement, the Company’s
shareholders will receive $16.00 per share in cash at the closing
of the transaction. The parties anticipate that the transaction
will close on November 4, 2013, and the parties intend that
promptly thereafter the Company will be delisted from the NYSE.
The Company’s shareholders also approved the proposal to
approve, on an advisory (non-binding) basis, specified compensation
payable to the Company’s named executive officers in connection
with the merger.
Saks Incorporated currently operates 41 Saks Fifth Avenue
stores, 72 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 press release 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 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 HBC, (2) the failure to satisfy any of the
closing conditions to the merger, and any delay in connection with
the foregoing, and (3) the failure of HBC to obtain the necessary
financing arrangements set forth in the debt commitment letter and
equity investment agreement delivered in connection with the merger
agreement.
Additional factors that may cause Saks’ actual results to differ
materially from those described in the forward-looking statements
may be found in Saks’ filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended February 2, 2013, its
Quarterly Reports on Form 10-Q, and its Current Reports on Form
8-K, which may be accessed via the Internet at www.sec.gov.
The Company undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Saks IncorporatedJulia Bentley,
865-981-6243www.saksincorporated.com
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