Hudson's Bay Company Announces Pricing of Initial Public Offering

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TORONTO, Nov. 19, 2012 /CNW/ - Hudson's Bay Company (the "Company") announced today that it has entered into an underwriting agreement for the initial public offering (the "Offering") of 21,475,000 common shares of the Company at a price of $17.00 per share, for total gross proceeds of approximately $365 million. The Offering will consist of a treasury offering by the Company of 14,710,000 common shares and a secondary offering by Hudson's Bay Company (Luxembourg) S. à r. l. (the "Selling Shareholder") of 6,765,000 common shares, for gross proceeds to the Company of approximately $250 million and to the Selling Shareholder of approximately $115 million. The net proceeds to the Company will be used to repay indebtedness of the Company. Based on the Offering price, the Company's market capitalization will be $2.04 billion. The Offering is being made through a syndicate of underwriters led by RBC Capital Markets, BMO Capital Markets, CIBC and BofA Merrill Lynch (collectively, the "Underwriters") who will act as joint bookrunners.

The Selling Shareholder has also granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase an additional 15% of the number of common shares issued under the Offering through a secondary offering. The Company will not receive any proceeds from the sale of these additional shares, if any.

Following completion of the Offering the Selling Shareholder will continue to hold 98,025,000 common shares representing approximately 82% of the issued and outstanding common shares and certain management shareholders will hold in the aggregate 500,000 common shares issued in connection with the settlement of an existing performance share based incentive plan. If the Over-Allotment Option is exercised in full, the Selling Shareholder will hold 94,803,750 common shares representing approximately 79% of the issued and outstanding common shares.

The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Company's common shares subject to fulfilling the customary TSX requirements.  Trading of the Company's common shares under the symbol "HBC" is expected to commence on the closing of the Offering. The closing is scheduled for November 26, 2012, subject to customary closing conditions. A copy of the final base PREP prospectus and supplemented PREP prospectus will be available on SEDAR (www.sedar.com).

No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ''U.S. Securities Act''), or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Hudson's Bay Company in any jurisdiction.

ABOUT HUDSON'S BAY COMPANY

Hudson's Bay Company ("HBC"), founded in 1670, is North America's longest continually operated company and is a leading retailer offering a wide selection of branded merchandise in Canada and the United States through its three banners. In the United States, HBC operates Lord & Taylor, a fashion department store with 48 full-line store locations throughout the northeastern United States and in two major cities in the Midwest. In Canada, HBC operates Hudson's Bay, Canada's largest national branded department store with 90 locations. HBC also operates Home Outfitters, a kitchen, bed and bath superstore with 69 locations. With approximately 29,000 associates in Canada and the U.S., Hudson's Bay Company banners provide stylish, quality merchandise at great value and with a dedicated focus on exceeding customers' expectations.

SOURCE: Hudson's Bay Company

MEDIA CONTACTS:
Stephanie Thornbury
Divisional Vice President, Communications
Hudson's Bay Company
Phone: [phone]
Email: [email protected]

Tiffany Bourré
Senior Manager, External Communications
Hudson's Bay Company
Phone: [phone]
Email: [email protected]