The Ontario Securities Commission will hold a hearing on the merits of Catalyst Capital Group Inc.’s application to block or postpone a deal to take over Hudson’s Bay Co.
At a scheduling hearing on Thursday, OSC panel chair D. Grant Vingoe said he would consider the application on Dec. 11, despite objections from the shareholder group behind the takeover bid, led by chairman Richard Baker.
“The commission is being co-opted here,” Eliot Kolers, the Baker group’s lawyer, told the OSC. Both HBC and the Baker group argued that Catalyst was using the hearing as a tactic to squeeze information from the Baker group and derail the transaction at the 11th hour.
Catalyst, HBC’s largest and loudest minority shareholder, is asking the OSC to block the Baker group’s proposal to take the company private at $10.30 per share — or at least delay the Dec. 17 shareholder vote to approve the deal.
“They’re trying to jam this all in at the very end,” HBC’s lawyer, Ryan Morris, told the commission. “They don’t have standing…. There should be no date set here today.”
Morris argued that the commission should decide whether the application has any standing before setting a date for a hearing. Vingoe instead resolved to deal with the question of standing at the beginning of next week’s hearing.
Catalyst defended the timing of its application, arguing that it was in response to a mid-November management circular that included appraisals and specifics about the deal. With the hearing less than a week away, Catalyst pledged to file its evidentiary materials within two days. But HBC and the Baker group argued that wouldn’t give them enough time to formulate a proper response.
“It’s an unfortunate part of the timing of many M and A hearings,” Vingoe said. “They end up being accelerated.”