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Richard Baker, executive chairman of the Hudson's Bay Co. speaks during the annual general meeting at The Exchange Tower in Toronto on June 12, 2018.Tijana Martin/The Canadian Press

Hudson’s Bay Co.'s independent directors have asked the retailer’s executive chairman, Richard Baker, whether he intends to revise his $1-billion privatization offer.

The five independent HBC directors, who form the special committee evaluating the proposal, have made a preliminary assessment that the $9.45-a-share offer is “inadequate.”

Now, the committee is waiting for a formal valuation of HBC’s stock and has asked Mr. Baker whether he will change his proposed bid.

At stake is the future of the centuries-old company that owns the HBC department-store chain, Lord & Taylor and Saks Fifth Avenue, among other retailers. Mr. Baker has been under pressure to improve the share price by selling or redeveloping the company’s prime real estate such as its Saks Fifth Avenue property in Manhattan.

Instead, the executive chairman came up with a plan to take the company private and locked up the support of shareholders representing 57 per cent of HBC’s outstanding stock.

In order for Mr. Baker to succeed, he also needs the approval of a majority of the minority shareholders.

Meanwhile, some of the minority shareholders are publicly denouncing the bid as too low and are taking steps to thwart the executive chairman’s plans.

Toronto-based investment firm Catalyst Capital Group Inc. is offering $10.11 a share for up to 10.75 per cent of HBC. The Catalyst offer expires at 5 p.m. Eastern Standard Time (EST) on Friday.

The special committee reiterated that HBC shareholders “should exercise caution” with the Catalyst offer. The committee said it asked Catalyst to extend the deadline so the board could complete the evaluation of Mr. Baker’s plan. But Catalyst said no, according to the committee. A spokesman for Catalyst did not respond to requests for comment.

It is unclear whether minority shareholders will tender to the Catalyst bid when they have publicly said HBC could be worth upward of $20 apiece. It is also unclear whether there are enough dissidents to block Mr. Baker.

If Catalyst manages to obtain a tenth of HBC, it will be required to publicly disclose the information with securities regulators. If Catalyst gets less than 10 per cent, it does not have to disclose the size of its stake.

Catalyst has also given itself the option of rescinding the offer.

The Baker plan is only a proposal at this stage and a vote will not be scheduled until the offer is formalized.

HBC stock is trading below the offer price of $9.45, suggesting that shareholders do not have confidence that the bid will materialize.

A spokeswoman for Mr. Baker did not respond to a request for comment.

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