Robert L. Mettler to Join Company’s Board of
Directors
The Children's Place, Inc. (Nasdaq:PLCE), the largest pure-play
children’s specialty apparel retailer in North America, Macellum
SPV II, L.P. (“Macellum”) and Barington Companies Equity Partners,
L.P. (“Barington”), jointly announced today that they have reached
an agreement to resolve their proxy contest, under which The
Children’s Place will appoint Macellum and Barington nominee Robert
L. Mettler as a new independent member of its Board of Directors
immediately following the Company’s 2015 Annual Meeting of
Stockholders. The Board also has committed to appoint an
additional, mutually agreeable independent Director to the
Board.
Macellum and Barington have agreed to withdraw both of their
nominees from consideration at the Annual Meeting and to vote their
proxy cards as solicited other than for the two withdrawn nominees.
Under the agreement, the Company has agreed to reimburse Macellum
and Barington for up to $500,000 of out-of-pocket expenses.
Norman Matthews, Chairman of the Board of The Children’s Place,
stated, “We are pleased to have reached a resolution that we
believe is in the best interest of all stockholders. We look
forward to working constructively with Mr. Mettler as we continue
to drive progress under the leadership of Jane Elfers, our talented
management team and the Board of Directors.”
James A. Mitarotonda, Chairman and CEO of Barington Capital
Group, L.P., stated, “We believe that this settlement is a very
positive outcome and will help drive enhanced value for
shareholders of The Children’s Place.”
The Annual Meeting of Shareholders will occur as previously
scheduled. The agreement between The Children’s Place and
Macellum/Barington will be filed on Form 8-K with the Securities
and Exchange Commission.
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.
About Barington Capital Group, L.P.
Barington Capital Group, L.P. is an investment firm that,
through its affiliates, manages a value-oriented, activist
investment fund that was established by James A. Mitarotonda in
January 2000. The Firm invests in undervalued publicly traded
companies that Barington believes could appreciate significantly in
value as a result of a change in corporate strategy or from various
operational, financial or corporate governance improvements.
Barington’s investment team, senior advisors and industry contacts
are seasoned operating specialists, experienced in working with
companies to design and implement initiatives to improve their
financial and share price performance.
About Macellum Advisors GP, LLC
Macellum Advisors GP, LLC was formed in July 2009 by Jonathan
Duskin. Macellum and its partners, through their in-depth sector
knowledge, are dedicated to identifying investment opportunities in
the consumer and retail sector. Mr. Duskin has focused on the
consumer and retail sector for over 15 years and his partners have
extensive operating history, collectively serving as CEOs and
Directors of over two dozen leading companies in the sector. Mr.
Duskin has a long track record of enhancing value in turnaround
investments by overseeing and implementing new merchandise and
marketing strategies, operational reorganizations, cost cutting
programs, balance sheet restructurings and effective board
governance.
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150522005549/en/
The Children’s PlaceInvestor:Robert Vill,
201-453-6693Group Vice President, FinanceorMackenzie PartnersLarry
Dennedy, 212-929-5239orMedia:Sard Verbinnen & CoPaul Caminiti /
Pamela Blum, 212-687-8080orMacellum Capital Management,
LLCJonathan Duskin, 212-956-3008orBarington Capital Group,
L.P.George W. Hebard III, 212-974-5733
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