Turtle Creek Asset Management Releases Open Letter to Gildan Board Calling on it to Hold the Annual Meeting Without Delay
March 25 2024 - 8:00AM
Turtle Creek Asset Management Inc. (“Turtle Creek”), a
Canadian independent investment management firm with a 25-year
history and a decade-long shareholder of Gildan Activewear Inc.
(GIL: TSX and NYSE) (“Gildan” or the “Company”), today issued an
open letter to the board of directors (the “Board”) of Gildan.
The full text of the open letter to the Board
follows:
Donald C. BergMaryse BertrandDhaval BuchMarc
CairaShirley E. CunninghamSharon DriscollCharles M. HeringtonLuc
JobinCraig A. LeavittAnne Martin-VachonChristopher S.
ShackeltonVince Tyra
c/o Donald C. Berg, Chair of the Board and Arun Bajaj, EVP,
Chief HR Officer & Legal Affairs600 de Maisonneuve Boulevard
West, 33rd FloorMontréal, Québec, H3A 3J2
Dear Directors,
Turtle Creek is a long-term and engaged owner of
Gildan. We are deeply troubled with the Board’s latest attempt to
avoid the judgement of its shareholders through a purported process
to sell the Company. This Board does not have a mandate, nor the
confidence of Gildan shareholders, to run a process that could
result in the sale of Gildan. The Board’s outrageous and
unprecedented actions to date, in the face of massive shareholder
opposition are wholly-disqualifying. In fact, we strongly believe
that the Board has initiated a sale process in a desperate attempt
to avoid the profound professional embarrassment that will befall
the directors once they are voted off the board by Gildan’s
shareholders. If a meeting of Gildan shareholders were held today,
we have a high level of confidence that the shareholders would vote
overwhelmingly in favor of the individuals nominated by Browning
West LP.
Even the release of the news of the sale process
was characteristic of the Board’s slapdash approach to governance.
The material disclosure that the Board was attempting to sell the
Company was reported on by the news media, during regular market
hours, citing an emailed statement from a Gildan spokesperson.
Unsurprisingly, this prompted regulators to halt trading in Gildan
shares approximately 20 minutes later for the duration of the
trading day. In the ensuing hours, detailed information about the
names of third parties who had indicated interest in purchasing
Gildan, along with indicative pricing levels, began appearing in
the news media, demonstrating a lack of integrity in the purported
process. These leaks ran counter to the interests of potential
buyers, which led us to speculate that they originated from Gildan
or its advisors.
To even a casual market observer, it is so
obviously a bad time to initiate a sale process that we have been
left stunned in disbelief. Public companies frequently receive
unsolicited purchase offers. Just because an offer has been
received does not require the Board to seriously entertain it,
especially when the Company is in the midst of a boardroom battle.
Turtle Creek believes that the process led by the Special Committee
is yet another attempt by the Board to evade accountability for its
actions. We are concerned that the “sale process” is, at best, a
hasty attempt to sell the Company at a price that does not reflect
Gildan’s long term potential, or, at worst, a cynical and
irresponsible tactic intended to provide a pretext to further delay
or influence the annual meeting of Gildan shareholders.
For over 25 years, Turtle Creek has done the
hard work of analyzing and valuing the companies in which we
invest. We think about what the future holds for our companies and
the future cash flows the companies could generate. When we do our
analysis of Gildan, we arrive at a value of over US$60 per share.
Clearly, Gildan is trading at a substantial discount to our view of
its value.
We and other shareholders do not trust the
current Board to act as independent fiduciaries for us. We demand
the Board hold the annual meeting of shareholders on an urgent
basis and allow shareholders to elect a new Board before further,
permanent harm is caused to the Company.
We remain steadfast in our resolve to see
substantial Board change. The Board still has an opportunity to do
the right thing and put an end to an unfortunate chapter in the
Company’s history.
Sincerely,
Turtle Creek Asset Management
No Solicitation
This press release does not constitute a solicitation of a proxy
within the meaning of applicable laws, and accordingly, Gildan
shareholders are not being asked to give, withhold or revoke a
proxy.
Advisors
Davies Ward Phillips & Vineberg LLP is
serving as Canadian legal counsel, Cleary Gottlieb Steen &
Hamilton LLP is serving as United States legal counsel and Gagnier
Communications is serving as communications advisor to Turtle
Creek.
About Turtle Creek Asset Management
Inc.
Turtle Creek is an independent investment
management firm with a 25-year history. We manage over $5 billion
for a clientele of high-net-worth families, institutions and wealth
advisors. Turtle Creek is not your typical value investor. We are
engaged shareholders focused on the long term. Turtle Creek is
where the partners and our senior employees have all of their
investable wealth. As a result, we are aligned with our fellow
investors to an extent that few other firms can match.
For further information, please visit:
https://www.turtlecreek.ca/
Contact:
Riyaz Lalani & Dan GagnierGagnier Communications(416)
305-1459TurtleCreek@gagnierfc.com
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