Gildan Activewear Inc. (GIL: TSX and NYSE) (“Gildan” or “the
Company”) today announces that its board of directors (the “Board”)
has called an annual and special meeting of shareholders (the
“Meeting”) to be held on May 28, 2024 (the “Meeting Date”) in
response to a shareholder requisition (the “Requisition”) submitted
by Browning West, LP and its affiliates (together, “Browning
West”). Under the Requisition, Browning West is asking Gildan
shareholders to vote to remove the majority of Gildan’s directors
and replace them with Browning West’s eight nominees with the
intention that those nominees will reinstate Glenn Chamandy as CEO.
Meeting Date
Following receipt of the Requisition, the Board
constituted a Special Committee of directors (the “Committee”),
consisting of a majority of directors who are not targeted by
Browning West for removal, to review and make recommendations to
the Board with respect to the Requisition. After careful and
extensive deliberation, receiving the advice of professional
advisors and several meetings to consider the inputs from
shareholders, management and professional advisors, the Committee
provided its unanimous recommendation to the Board with respect to
the Requisition, which was based on a careful weighing of the
following considerations, among others, and with the best interests
of the Company and all shareholders and stakeholders of Gildan in
mind:
- the request of
Browning West that the meeting be held as soon as possible and its
public statements that it feared the meeting would be delayed to
the fall
- statements made
by shareholders expressing support for a meeting to be held in the
spring and a desire to limit the disruption to the business
- the timing of
the Requisition would necessarily involve holding the annual and
special meetings within a month or two of each other. Given that
the Company’s shares are widely-held and traditionally there is a
strong shareholder turn-out (either present or represented by
proxy) at its annual meetings, combining the annual and special
meetings avoids multiple meetings addressing similar issues and
eliminates the substantial potential for shareholder confusion and
disengagement
- the Requisition
seeks a reconstitution of a majority of the Board to gain control
of the Company and the importance of providing all shareholders
with a reasonable period of time to evaluate Browning West’s
proposal and understand its proposed plan for Gildan
- the selected
meeting date will provide shareholders with an opportunity to
assess CEO Vince Tyra’s leadership of the Company so they can make
the most informed decision about whom they assess is the best
executive to lead Gildan
- material
concerns regarding the validity of the Requisition given Browning
West's violations of the United States Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the “HSR Act”), a U.S. antitrust law,
and, as further described below, allowing sufficient time to seek
declaratory relief from the Court
The Board considered the recommendation of the
Committee as well as the underlying reasons for its recommendation.
The Board unanimously agreed with the Committee’s
recommendation.
Shareholders will receive details about the
matters to be presented at the Meeting and about how to vote in a
management information circular to be delivered to them in advance
of the Meeting.
Over the last few weeks, the Company has heard
from numerous shareholders, both those who have indicated
preliminary support for Browning West and those who have not. The
Board and shareholders are aligned in the view that a speedy
resolution of this unnecessary proxy contest is in the best
interests of the Company and its shareholder owners. The Company
also agrees with shareholders who hold the view that a meeting is
not required to resolve this matter.
To that end, the Company has provided an
opportunity for Browning West to meet constructively with Vince
Tyra, CEO, and requested to meet with Browning West’s nominees to
better understand their view points and applicability of skill
sets. While Browning West has so far refused to have its nominees
engage with the Board, the Company will still provide Browning West
with the opportunity to meet with Mr. Tyra.
The Company remains ready and willing to engage
with Browning West; those who share some but not all of their
views; and the majority of shareholders who are not aligned, to
identify a responsible resolution that benefits all shareholders,
not just some.
Quebec Court Application
As announced on January 21, 2024, the Company
learned that Browning West accumulated shares of Gildan in
violation of the HSR Act and used these unlawful acquisitions as a
basis for the Requisition. The HSR Act’s requirements are clear:
any purchaser of voting securities must make a filing with the U.S.
Federal Trade Commission and Department of Justice and comply with
a 30-day waiting period if the acquisition meets the statute’s
thresholds and no exemptions apply. The filing requirement clearly
does not depend on whether the share acquisition is part of a
broader merger transaction or if it raises substantive antitrust
concerns. But for the violation of the HSR Act, Browning West would
not have held sufficient shares to exercise the right to
requisition a meeting under Canadian corporate law. The Company
remains significantly concerned that the basis for Browning West’s
Requisition – which they seek to use to take control of the Board –
was founded on an illegality.
Given these circumstances, the Company will
today file an application to the Quebec Court for declaratory
judgment that the Requisition is null and void and, as a result,
the special meeting of shareholders is cancelled. Notwithstanding
the serious concerns regarding the validity of the Requisition, the
Board, upon the recommendation of the Committee, determined to call
the Meeting and to seek declaratory relief from the Court on this
matter.
The Company will continue to provide updates to
shareholders on any significant developments relating to the
foregoing and respond to the matters raised by Browning West as
appropriate.
Caution Concerning Forward-Looking
Statements
Certain statements included in this press
release constitute “forward-looking statements” within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 and
Canadian securities legislation and regulations and are subject to
important risks, uncertainties, and assumptions. This
forward-looking information includes, amongst others, information
with respect to our objectives and strategies. Forward-looking
statements generally can be identified by the use of conditional or
forward-looking terminology such as “may”, “will”, “expect”,
“intend”, “estimate”, “project”, “assume”, “anticipate”, “plan”,
“foresee”, “believe”, or “continue”, or the negatives of these
terms or variations of them or similar terminology. We refer you to
the Company’s filings with the Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission, as
well as the risks described under the “Financial risk management”,
“Critical accounting estimates and judgments”, and “Risks and
uncertainties” sections of our most recent Management’s Discussion
and Analysis for a discussion of the various factors that may
affect these forward-looking statements. Material factors and
assumptions that were applied in drawing a conclusion or making a
forecast or projection are also set out throughout such
document.
Forward-looking information is inherently
uncertain and the results or events predicted in such
forward-looking information may differ materially from actual
results or events. Material factors, which could cause actual
results or events to differ materially from a conclusion or
projection in such forward-looking information, include, but are
not limited to changes in general economic and financial conditions
globally or in one or more of the markets we serve and our ability
to implement our growth strategies and plans. These factors may
cause the Company’s actual performance in future periods to differ
materially from any estimates or projections of future performance
expressed or implied by the forward-looking statements included in
this press release.
There can be no assurance that the expectations
represented by our forward-looking statements will prove to be
correct. The purpose of the forward-looking statements is to
provide the reader with a description of management’s expectations
regarding the Company’s future financial performance and may not be
appropriate for other purposes. Furthermore, unless otherwise
stated, the forward-looking statements contained in this press
release are made as of the date hereof, and we do not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events, or otherwise unless required by applicable
legislation or regulation. The forward-looking statements contained
in this press release are expressly qualified by this cautionary
statement.
About Gildan
Gildan is a leading manufacturer of everyday
basic apparel. The Company’s product offering includes activewear,
underwear and socks, sold to a broad range of customers, including
wholesale distributors, screenprinters or embellishers, as well as
to retailers that sell to consumers through their physical stores
and/or e-commerce platforms and to global lifestyle brand
companies. The Company markets its products in North America,
Europe, Asia Pacific, and Latin America, under a diversified
portfolio of Company-owned brands including Gildan®, American
Apparel®, Comfort Colors®, GOLDTOE®, Peds®, in addition to the
Under Armour® brand through a sock licensing agreement providing
exclusive distribution rights in the United States and Canada.
Gildan owns and operates vertically integrated,
large-scale manufacturing facilities which are primarily located in
Central America, the Caribbean, North America, and Bangladesh.
Gildan operates with a strong commitment to industry-leading
labour, environmental and governance practices throughout its
supply chain in accordance with its comprehensive ESG program
embedded in the Company's long-term business strategy. More
information about the Company and its ESG practices and initiatives
can be found at www.gildancorp.com.
Media inquiries:
Geneviève Gosselin
Director, Global Communications and Corporate Marketing
ggosselin@gildan.com
Grafico Azioni Gildan Activewear (TSX:GIL)
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Da Gen 2025 a Feb 2025
Grafico Azioni Gildan Activewear (TSX:GIL)
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Da Feb 2024 a Feb 2025