Photo Release -- The Children's Place Sends Letter to Stockholders
Cites Stock Outperformance of S&P Retail Index Under Current Management and Board; Highlights Ezra Dabah's Misleading Statements in His Effort to Gain Control of Company
SECAUCUS, N.J.,
A photo accompanying this release is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6381
The letter highlights the Company's strong track record of creating shareholder value under the current Board and management team. During fiscal 2008 and fiscal 2009 year-to-date, The Children's Place stock price has increased 42%, while the S&P Retail Index has declined 26%.
The letter also corrects and clarifies numerous misleading statements made by Mr. Dabah's self-serving campaign to gain control of the Company. Specifically, the letter alerts stockholders that:
- Mr. Dabah is seeking control of the Company
- Mr. Dabah has a prior relationship with Raphael Benaroya
- Mr. Benaroya is not the right CEO for the Company
- Mr. Dabah's nominee
Ross Glickman is conflicted because he is CEO of a real estate company that receives approximately$1 million a year from The Children's Place in annual rent and occupancy fees - Mr. Dabah is indemnifying his "independent" nominees and paying Mr. Benaroya's legal fees
The letter also summarizes Mr. Dabah's relentless attempts to destabilize the Company and points out that he already has two seats on the Company's Board, and that even one more seat would provide him with representation on the Board that far exceeds his ownership interest.
The full text of the letter follows:
PROTECT THE VALUE OF YOUR INVESTMENT SUPPORT THE COMPANY'S HIGHLY QUALIFIED AND INDEPENDENT INCUMBENT DIRECTORS
To Our Stockholders:
Since Ezra Dabah was forced to resign as CEO in
Since the beginning of fiscal 2008, under your current Board and management team, The Children's Place stock price has increased 42%, while the S&P Retail Index has declined 26%. The change in leadership following Mr. Dabah's ignominious departure as CEO has resulted in a significant turnaround in our stock price.
Stock price performance under current Board and management: http://media.globenewswire.com/cache/7632/file/7104.pdf
EZRA DABAH ISN'T TELLING YOU THE FULL STORY
DON'T GIVE HIM CONTROL OF YOUR COMPANY!
Mr. Dabah already has two seats on the nine-member Board (himself and his father-in-law,
Stockholders should support the Company's highly qualified independent nominees and NOT BE FOOLED by Mr. Dabah's self-serving campaign and misleading statements to gain control of the Company. For example:
- Mr. Dabah IS seeking control of the Company. His claims to the contrary are clearly untrue. In addition to the obvious fact that he will have designated five of nine directors if he wins this election, Mr. Dabah in his own proxy statement notes that, "If Mr. Benaroya determines that he is willing to serve as the Company's CEO, Messrs. Benaroya, Fingerman and Glickman, if elected, and Mr. Dabah will recommend to the Board that Raphael Benaroya be appointed Chief Executive Officer." Make no mistake about it, if Mr. Dabah wins this election, he will have gained control, he will pick the next CEO, and he will do whatever he believes is in HIS best interests. Mr. Dabah is also advocating a high-risk, rapid-growth strategy which we believe would erode the Company's strong balance sheet and destroy shareholder value, just like it did in 2007 before Mr. Dabah was ousted as CEO.
- Mr. Dabah HAS a prior relationship with Raphael Benaroya. Mr. Dabah claims he "does not have any prior social, business or professional relationship" with any of his nominees. However, the photo mentioned above from a 2002 event clearly suggests otherwise.
- Mr. Benaroya is NOT the right CEO for The Children's Place. His
track record raises serious concerns about his qualifications to
be CEO of your company. Mr. Benaroya's only prior CEO experience
was at
United Retail Group from 1989 to 2007. The fact is he sold this Company in 2007 for less than its 1992 IPO price. Mr. Benaroya has also been a long-term board member ofRuss Berrie , and is now its Chairman. SinceJanuary 31, 2005 ,Russ Berrie's share price has plummeted from$23.46 to $3.26 as ofJuly 9, 2009 -- a decline of over 85%. Yet this is who Mr. Dabah would install as CEO of The Children's Place. We urge stockholders NOT to turn the keys to your Company over to Mr. Dabah and Mr. Benaroya. - Mr. Dabah's nominee
Ross Glickman IS conflicted. Mr. Dabah failed to disclose in his proxy statement that one of his hand-picked nominees,Ross Glickman , Chairman and CEO ofUrban Retail Properties, LLC , a real estate company, currently does business with The Children's Place. The Children's Place stores are located in five of his retail projects -- and his company receives nearly$1 million in annual rent and occupancy fees from the Company. Moreover, Mr. Glickman's company is now actively trying to secure leases for The Children's Place stores in his Kirkwood Mall inNorth Dakota and his Manhattan Town Center inKansas . - Mr. Dabah IS indemnifying his "independent" nominees and paying
Mr. Benaroya's legal fees. Mr. Dabah's proxy statement reveals
that, "Each Nominee is a party to an agreement pursuant to
which....Mr. Dabah has agreed to pay the costs of soliciting proxies
in support of the election of the Nominees to the Board...and to
indemnify each Nominee with respect to certain costs that may be
incurred by such Nominee in connection with his nomination...In
addition, Mr. Dabah has agreed to reimburse Mr. Benaroya for
certain costs and expenses in connection with Mr. Benaroya's
nomination, including the fees and expenses of Mr. Benaroya's
counsel, up to a maximum amount of
$30,000 ."
DON'T GIVE EZRA DABAH ANY MORE BOARD SEATS THIS WOULD GIVE HIM DISPROPORTIONATE REPRESENTATION
Mr. Dabah already has two seats on the Company's Board. Even one more seat would give him representation on the Board that far exceeds his ownership interest. Remember, Mr. Dabah has relentlessly tried to destabilize the Company since he was ousted as CEO. To cite only a few of his questionable actions, Mr. Dabah has filed litigation against the Company, forced a strategic review, publicly announced he was making a
SUPPORT THE COMPANY'S HIGHLY QUALIFIED, INDEPENDENT INCUMBENT DIRECTORS VOTE THE WHITE PROXY CARD TODAY
Do NOT return any gold proxy card you may receive from Mr. Dabah. Do NOT authorize a proxy to vote your shares for Mr. Dabah's nominees. If you have already returned a gold proxy card to Mr. Dabah or otherwise authorized a proxy to vote your shares for his nominees, it is not too late to change your vote. To revoke your prior proxy and change your vote, simply sign, date, and return the enclosed WHITE proxy card today in the postage-paid envelope provided. Only your latest dated proxy will be counted.
Every stockholder's vote is important, regardless of how many shares you own. To ensure your vote is counted, vote by telephone or Internet now or mail in your vote today on the WHITE proxy card.
Thank you for your continued support.
Very truly yours,
Charles Crovitz
Interim Chief Executive Officer
and Member of the Board of Directors
* The Children's Place peers include: ARO -
The Children's Place has sent stockholders WHITE proxy cards which should be returned to vote FOR the Company's three director nominees. To vote FOR these nominees, stockholders should sign, date and return the WHITE proxy card as soon as it is received.
About The
The
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 to differ materially. Some of these risks and uncertainties are described in the Company's filings with the
Important Information
The Company filed a definitive proxy statement and other relevant documents concerning the 2009 Annual Meeting of Stockholders with the
The Company, its directors, some of its executive officers and certain other of its employees are participants in the solicitation of proxies in respect of the matters to be considered at the 2009 Annual Meeting of Stockholders. Information about the participants is set forth in the definitive proxy statement. Information about the participants' direct or indirect interests in the matters to be considered at the Annual Meeting is also contained in the proxy statement referred to above.
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CONTACT: The
Investors:
(201) 453-6955
Media:
George Sard
(212) 687-8080