SECAUCUS, N.J.--(BUSINESS WIRE)--Apr. 13, 2015--
The Children's Place, Inc. (Nasdaq:PLCE), the largest pure-play
children's specialty apparel retailer in North America, today confirmed
that it has received notice from Barington Capital Group, L.P.
(“Barington”) and Macellum Advisors GP, LLC (“Macellum”), which
collectively own less than two percent of the Company’s shares, that
they have nominated three individuals in opposition to The Children’s
Place’s three nominees – Norman Matthews (Chairman of the Board),
Kenneth Reiss (Chair of the Audit Committee) and Stanley Reynolds
(member of the Audit Committee) – standing for re-election to the Board
of Directors at the Company’s 2015 Annual Meeting of Stockholders, to be
held on May 22, 2015.
The Children’s Place's Board of Directors has evaluated Barington and
Macellum’s nominees and concluded that the Company’s three nominees and
the other members of the Board have the right combination of expertise,
experience and independence. As such, the Board recommends election of
the Company’s nominees and has rejected the Barington/Macellum nominees.
Stockholders do not need to take any action at this time.
Norman Matthews, Chairman of the Board of the Children’s Place, stated,
“Our Board composition has undergone a dramatic change over the last
five years. Six of the eight current Board members were added during
that time. Two of these new independent directors joined the Company’s
Board in 2014. Our directors bring deep experience, including retail,
operations, finance, international, product innovation, marketing and
customer relationship management expertise.”
Mr. Matthews continued: “We appreciate constructive input from our
shareholders and are always open to listen to ideas to improve the
Company. However, we believe that Barington and Macellum’s views on the
Company’s leadership and performance are simply incorrect. Our Board and
management team are driving a transformation of The Children’s Place,
which has resulted in a significant increase in shareholder value,
measured by an increase in stock price, share repurchases and the
payment of dividends. Substantial progress has been made, and we expect
to continue to see the benefits of our meaningful investments in 2015.
Our management team has updated our merchandise assortments, developed
and is implementing a sweeping systems and technology transformation
plan, transformed our outlet channel, launched international franchise
and wholesale businesses, and evaluated and continues to optimize our
store fleet. We believe The Children’s Place is well positioned to
continue to excel in the intensely competitive specialty children’s
apparel category.”
Goldman, Sachs & Co. is financial advisor to The Children’s Place. Paul,
Weiss, Rifkind, Wharton & Garrison LLP is the Company’s legal advisor.
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 Securities
and Exchange Commission, including in the “Risk Factors” section of its
annual report on Form 10-K for the fiscal year ended February 1, 2014.
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 Children’s Place, Inc. (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 intends to file a proxy statement and WHITE proxy card with the
U.S. Securities and Exchange Commission (the “SEC”) in connection with
any such solicitation of proxies from Company shareholders. COMPANY
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT
AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Information regarding the
ownership of the Company’s directors and executive officers in Company
stock, restricted stock and options is included in their SEC filings on
Forms 3, 4, and 5, which can be found through the Company’s website (www.childrensplace.com)
in the section “Investor Relations” or through the SEC’s website at www.sec.gov.
Information can also be found in the Company’s other SEC filings,
including the Company’s Annual Report on Form 10-K for the year ended
December 31, 2014. More detailed and updated information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
proxy statement and other materials to be filed with the SEC in
connection with the Company’s 2015 Annual Meeting. 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.
Source: The Children's Place, Inc.
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 or David Millar or Pamela Blum,
212-687-8080