Compromise includes commitment to add 2 new independent directors to
the Board, including Macellum and Barington nominee, Robert Mettler
Urges Shareholders to Vote the WHITE Card Today
SECAUCUS, N.J.--(BUSINESS WIRE)--May 20, 2015--
The Children's Place, Inc. (NASDAQ:PLCE), the largest pure-play
children’s specialty apparel retailer in North America, today issued the
following statement in connection with its Annual Meeting to be held on
May 22, 2015.
“We have engaged extensively with our shareholders in anticipation of
our annual shareholder meeting and have heard their wishes clearly. In
response to shareholder feedback, the Board of Directors made a proposal
to Macellum SPV II, L.P. (“Macellum”), and Barington Companies Equity
Partners, L.P. (“Barington”), under which the Company committed to add
Macellum and Barington nominee Robert Mettler to the Board, as well as
retain a search consultant immediately to identify an additional,
mutually agreeable Director to appoint to the Board that has global
omni-channel expertise. The Company’s proposal also included the
appointment of Mr. Mettler to the Board’s Nominating and Corporate
Governance Committee, so that he could participate in the process of
identifying the additional appointee. Macellum and Barington have
rejected this proposal, which we believe is reasonable, responsive to
shareholder feedback and in the best interests of all shareholders.
“Consistent with the WITHHOLD recommendation issued by each of ISS and
Glass Lewis, the Company does not believe that adding Macellum and
Barington’s other nominee, Seth Johnson, would be in the best interests
of shareholders given Mr. Johnson’s background and current directorship
on the Board of Directors of Tilly’s, a competitor of The Children’s
Place.
“It is very important that shareholders – whether they previously have
voted or not – vote the Company’s WHITE card today.”
About The Children's Place, Inc.
The Children's Place is the largest pure-play children's specialty
apparel retailer in North America. The Company designs, contracts to
manufacture, sells and licenses to sell fashionable, high-quality
merchandise at value prices, primarily under the proprietary "The
Children's Place," "Place" and "Baby Place" brand names. As of January
31, 2015, the Company operated 1,097 stores in the United States, Canada
and Puerto Rico, an online store at www.childrensplace.com,
and had 72 international stores open and operated by its franchise
partners.
Forward Looking Statements
This press release may contain certain forward-looking statements
regarding future circumstances. These forward-looking statements are
based upon the Company's current expectations and assumptions and are
subject to various risks and uncertainties that could cause actual
results and performance to differ materially. Some of these risks and
uncertainties are described in the Company's filings with the U.S.
Securities and Exchange Commission (the “SEC”), including in the “Risk
Factors” section of its annual report on Form 10-K for the fiscal year
ended January 31, 2015. Included among the risks and uncertainties that
could cause actual results and performance to differ materially are the
risk that the Company will be unsuccessful in gauging fashion trends and
changing consumer preferences, the risks resulting from the highly
competitive nature of the Company’s business and its dependence on
consumer spending patterns, which may be affected by the weakness in the
economy that continues to affect the Company’s target customer, the risk
that the Company’s strategic initiatives to increase sales and margin
are delayed or do not result in anticipated improvements, the risk that
the cost of raw materials or energy prices will increase beyond current
expectations or that the Company is unable to offset cost increases
through value engineering or price increases, and the uncertainty of
weather patterns. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date they
were made. The Company undertakes no obligation to release publicly any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. The inclusion of any statement in
this release does not constitute an admission by the Company or any
other person that the events or circumstances described in such
statement are material.
Important Additional Information
The Company, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from Company
shareholders in connection with the matters to be considered at the
Company’s 2015 Annual Meeting. The Company has filed a definitive proxy
statement and form of WHITE proxy card with the SEC in connection with
any such solicitation of proxies from Company shareholders. COMPANY
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN IMPORTANT
INFORMATION. Information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the proxy statement and other
materials filed by the Company with the SEC. Shareholders will be able
to obtain any proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the SEC
for no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge at the Company’s website at www.childrensplace.com,
by writing to The Children’s Place, Inc. at 500 Plaza Drive, Secaucus,
NJ 07094, or by calling the Company’s proxy solicitor, MacKenzie
Partners, toll-free at (800) 322-2885.
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If you have any questions, please call MacKenzie Partners
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at the phone numbers listed below.
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MacKenzie Partners, Inc.
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105 Madison Ave.
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New York, NY 10016
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proxy@mackenziepartners.com
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(212) 929-5500 (Call Collect)
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Or
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TOLL-FREE (800) 322-2885
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View source version on businesswire.com: http://www.businesswire.com/news/home/20150520006056/en/
Source: The Children's Place, Inc.
Investors:
Robert Vill, 201-453-6693
Group Vice
President, Finance
or
Mackenzie Partners
Larry Dennedy,
212-929-5239
or
Media:
Sard Verbinnen & Co
Paul
Caminiti/ Pamela Blum, 212-687-8080