Dive Brief:

• Hudson's Bay said Wednesday that it had received an offer for its German business and some real estate holdings, according to a company press release. The offer is worth $3.5 billion, Reuters reports.
• The Canadian department store retailer, which owns Saks and Lord & Taylor, said in the release that it had "received today an incomplete, non-binding and unsolicited offer with no evidence of financing" from Signa Holding, the owner of its main German competitor. Hudson's Bay added that it would review the offer, but it cautioned that "the offer is subject to many assumptions, conditions and contingencies" and added that its European business was important to its overall strategy.
• The retailer is also engaged in a war of public statements with an activist investor, Land & Buildings, which has been agitating for Hudson's Bay to sell off its most treasured assets. The investment fund on Wednesday called on the retailer to "seriously consider" Signa's offer. More provocatively, the fund in a press release expressed "serious concern" about an "entrenchment-serving" sale of company shares, an apparent reference to a recent $500 million investment in the retailer from Rhône Capital. Hudson's Bay in a release called the statements "incorrect on their face."

Dive Insight:

Recent moves by Hudson's Bay — the sale of its Manhattan Lord & Taylor flagship, the prospective sale of its Vancouver namesake brand flagship and the abrupt departure of its CEO — have done little to quiet the retailer's most vocal activist investor.

Land & Buildings, which is led by founder Jonathan Litt, wrote Wednesday that Hudson's Bay had, without seeking votes from minority shareholders, "essentially agreed to sell a controlling interest in the Company through the issuance of a convertible preferred security at C$12.42 [$9.68 U.S.], or 35% of the Company disclosed [net asset value] of C$35 [$27.27 U.S.] per share." The firm added that it had taken its concerns to the Toronto Stock Exchange and the Ontario Securities Commission.

Hudson's Bay quickly hit back. In a press release Thursday, the retailer called the allegations "inaccurate public statements" from Land & Buildings. "The company has not sold a controlling interest to Rhone," Hudson's Bay said in the release.

"Initially, the Company expects that Rhône will hold a 21.8% voting and equity interest in the company on a partially diluted basis (and an approximately 30.0% voting and equity interest if the preferred shares are held to their eight year maturity)," the retailer said. Other terms regarding the investment are "customary for transactions of this nature, and were, contrary to Land & Buildings' assertion, negotiated at arm's length," Hudson's Bay added.

While the retailer and the activist debate the finer points of Rhône's investment, the broader conflict is over the future of Hudson's Bay. Land & Buildings has threatened to wage a war over the company's board — potentially trying to orchestrate the removal of some members.

After the departure of Storch in October, the investment fund had some strong words about Richard Baker, the executive chairman and now interim CEO of Hudson's Bay while the board searches for a replacement for Storch.

Land & Buildings said at the time, "[I]t is typical for undervalued and struggling companies such as Hudson's Bay to try to position the exit of top executives as a reason for investors to give them more time to right the ship."

"Jerry Storch is only the most recent casualty at the company, joining several other senior executive departures," the firm added. "In reality, Executive Chairman Richard Baker, who will be taking on the role of interim CEO, continues to call the shots. This is even more problematic given how Baker has been stonewalling Land & Buildings and the investment community regarding a plan to unlock the value of the real estate embedded in the Company."

Top on Litt and his firm's wish list is for Hudson's Bay to cash in on its owned real estate, including its iconic Saks store property in Manhattan, worth, according to Litt, $5 billion Canadian dollars (or around $4 billion U.S.).

Property sales, which can be turned into cash for investors, are a common objective for Wall Street activists buying stakes in department store chains. Macy's this year, for example, fended off an activist hedge fund that wanted it to sell off its properties and Dillard's is under similar pressure. It's an investment strategy that ignores why retailers buy property in the first place: to establish financial and operational stability over the long-term.