(This 21 October story corrects Robert Baker’s role in private equity firm to capitalized, not built in paragraph 14)

(Reuters) - Saks Fifth Avenue owner Hudson's Bay Co HBC.TO said on Monday it agreed to a sweetened C$1.9 billion ($1.5 billion) offer from a shareholder group led by executive chairman Richard Baker to take the struggling Canadian department store operator private.

The deal comes seven years after Baker took Hudson’s Bay public and values the company at just a third of its 2015 worth, reflecting the challenges facing brick-and-mortal retail chains amid the rising popularity of online shopping.

Shareholders led by Baker who collectively own 57% of Hudson’s Bay, including private equity firm Rhone Capital LLC and office-space sharing start-up WeWork’s property arm, unveiled a C$9.45 per share bid in June to buy the company from its remaining shareholders.

In response, Hudson’s Bay formed a special committee of independent directors to evaluate the offer and negotiate with the consortium. It on Monday called the improved offer, worth C$10.30 a share, “the best path forward for Hudson’s Bay and the minority shareholders.”

The deal now has to be approved by a majority of the shareholders not affiliated with Baker’s consortium in a shareholder vote. This means that shareholders accounting for at least a 27% stake in the company must greenlight the offer.

Private equity firm Catalyst Capital Group Inc, which earlier this year acquired a 16% stake in Hudson’s Bay and opposed Baker’s previous offer, was considering its next steps on Monday, according to a person familiar with the matter who requested anonymity to discuss confidential deliberations.

Another Hudson’s Bay shareholder with a smaller, undisclosed stake, activist hedge fund Land & Buildings, was against the deal on Monday because it considered the price inadequate, according to another source.

“We can only imagine there is a plan here to create substantial value once the company goes private, and that plan has only been shown to 57 percent of shareholders,” said Francis Casale, a former Hudson’s Bay director who owns about a 0.2% stake in the company and also opposes the deal.

Hudson’s Bay shares ended up 6.1% at $C10.30 on Monday, below the deal price, indicating that most investors believed the deal would be voted through by shareholders.

An independent valuation report by real estate services firms CBRE Group Inc and Cushman & Wakefield Plc valued Hudson’s Bay real estate at $C8.75 per diluted share, helping Baker’s push to convince the special committee to a deal closer to his offer.

Hudson’s Bay CEO Helena Foulkes had said last year the real estate could be valued at as much as $28 per share.

The founding family of another North American department store operator, Nordstrom Inc JWN.N, tried to take it private last year, but a special committee of the board rejected the $8.4 billion offer.

RETREAT

While the completion of the take-private deal would be a victory for Baker, it would also represent the latest chapter of the company’s retreat from its ambitions to become a global retail powerhouse.

Baker, 53, a real estate developer who turned to the retail business early in his career, acquired Hudson’s Bay more than a decade ago through a private equity firm capitalized by his father, Robert Baker.

When Baker invested in Hudson’s Bay, he believed that one of its holdings, Canadian discount chain Zellers, was highly valuable, according to people familiar with his thinking at the time.

After inciting a bidding war between Walmart Inc WMT.N and Target Corp TGT.N for Hudson's Bay's Canadian discount chain Zellers, he inked a deal with Target for the stores.

“He’s a tireless dealmaker ... and a wonderful negotiator,” said Marc Cooper, CEO of investment bank PJ Solomon, who worked for Hudson’s Bay selling Lord & Taylor to start-up retailer Le Tote for $100 million in August.

Baker took Hudson’s Bay public in 2012 with a $365 million offering, and then completed a string of acquisitions, including Saks Fifth Avenue, now Hudson’s Bay’s most profitable business, for $2.9 billion.

The executive has visited stores owned by Hudson’s Bay around the world by private jet and often commutes to his office in downtown Manhattan by boat via the Hudson River from his home in Connecticut, people familiar with the matter said.

Hudson’s Bay is now focusing on its core businesses, Saks and the eponymous Hudson’s Bay department store chain in Canada.

“What (Baker) didn’t realize is how difficult it would be to run retail operations,” Cooper said.