Robert L. Mettler to Join Company’s Board of Directors
SECAUCUS, N.J. -- (Business Wire)
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as solicited other than for the two withdrawn nominees.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/
Contacts:
The Children’s Place
Investor:
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
or
Macellum Capital
Management, LLC
Jonathan Duskin, 212-956-3008
or
Barington
Capital Group, L.P.
George W. Hebard III, 212-974-5733
Source: Children's Place, Inc.
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