Willkie Represents Hudson’s Bay Company in $2.9 Billion Cross-Border Acquisition of Saks Incorporated

July 29, 2013

Canadian retailer Hudson's Bay agrees to acquire U.S. luxury retailer Saks International.

On July 29, it was announced that Canadian retailer Hudson’s Bay Company (“HBC”) and U.S. luxury retailer Saks Incorporated (“Saks”) have entered into a definitive merger agreement whereby HBC will acquire Saks for $16.00 per share in an all-cash transaction valued at approximately $2.9 billion, including debt.  Willkie represented Hudson’s Bay Company in the transaction.  The cross border acquisition is expected to increase HBC’s growth potential both in the U.S. and Canada, generate significant efficiencies of scale, add prime real estate to the company’s portfolio and provide substantial shareholder value. 

The deal will unite three iconic retail brands – Hudson’s Bay, Lord & Taylor and Saks Fifth Avenue – to create a leading North American retailer to serve consumers across the luxury, mid-tier and outlet retail sectors. HBC will continue to build upon Saks’ market-leading position and identity as a luxury retailer. The combined company will operate 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. 

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 and thebay.com. 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.

U.S. luxury retailer Saks Incorporated currently operates 41 Saks Fifth Avenue stores and 67 Saks Fifth Avenue OFF 5TH stores throughout the United States and its online store, saks.com. Saks Fifth Avenue OFF 5TH is a world-class, full-service destination for value-priced clothes and accessories for men, women, children and the home.

The Willkie deal team was led by partners Gordon Caplan, Greg Astrachan, Henry Cohn, Michael Katz, Jeffrey Korn, Michael Zinder, Thomas Henry and Eugene Chang, along with special counsel Cindy Chernuchin  and Jonathan Konoff, counsel William Thomas and associates Howard Block, Ruchi Patel, Dan Philion, Amir Ghavi, Andrew E. Shapiro, Elliot Rishty, Tyler Ladner, DJ Stauber, Colleen O'Brien and Barbara Block.