Browning West Cautions Shareholders Regarding Gildan Activewear’s Risky Path Forward Under CEO Vince Tyra
April 16 2024 - 8:00AM
Business Wire
Vince Tyra’s Attempt to Copy Former CEO Glenn
Chamandy’s Strategy is Fraught with Risk Due to Mr. Tyra’s Track
Record of Value Destruction
Mr. Tyra Unveils Underwhelming Margin Guidance,
Speculative Spending, Weak Capital Allocation, and No Long-Term
Earnings Per Share or Stock Price Targets
Browning West Urges Shareholders to Support its
Slate of Eight Highly Qualified Directors and Strategy for Superior
Value Creation
Browning West, LP (together with its affiliates, “Browning West”
or “we”), which is a long-term shareholder of Gildan Activewear
Inc. (NYSE: GIL) (TSX: GIL) (“Gildan” or the “Company”) and
beneficially owns approximately 5.0% of the Company’s outstanding
shares, today issued the following statement regarding the
Company’s April 15th investor update.
As a reminder, Browning West is seeking to elect eight highly
qualified and independent director candidates to Gildan’s Board of
Directors (the “Board”) at the Annual Meeting of Shareholders on
May 28, 2024. Browning West’s director candidates possess strong
track records of value creation, expertise in successful succession
planning, relevant industry and governance experience, as well as
proven management and board service pedigrees in Canada and the
U.S.
“Browning West believes that Vince Tyra’s ‘new plan’ raises
troubling questions about the current Board’s stewardship of the
Company and confirms our fears that Mr. Tyra may lead Gildan down a
similar destructive path as the ones he did at the helm of Fruit of
the Loom Inc. and Broder Brothers Co.
Our key questions are outlined below:
- Why Should Shareholders Allow Mr. Tyra,
an Executive With a Record of Failure, to Pursue the Same Strategy
as Glenn Chamandy, Who Has a Long Record of Success? Mr.
Tyra’s ‘plan’ is clearly nothing more than a continuation of the
Gildan Sustainable Growth (“GSG”) strategy, which Mr. Chamandy
launched in 2022. In fact, the GSG strategy was positively
referenced 14 times across Mr. Tyra’s presentation materials and
his own statements. We appreciate that the Board is finally
reversing its prior, baffling criticism of Mr. Chamandy’s growth
strategy and acknowledging that he established the best strategy
and foundation for the Company. But why should shareholders allow a
proven value-destroyer like Mr. Tyra to attempt to deliver this
strategy when proven value creator Mr. Chamandy is available and
excited to execute the plan he designed?
- Why is Mr. Tyra Giving Himself Room to
Reduce Margins When the Company Has Margin Tailwinds? Mr.
Tyra gives himself room to reduce operating margins by 200 basis
points from the current 20% level he inherited from Mr. Chamandy,
whereas the Browning West slate’s plan seeks to increase operating
margins by over 200 basis points from current levels. This is
highly concerning because while our plan reflects the opportunity
to improve margins by shifting to higher-margin products and
lower-cost production facilities in Bangladesh, Mr. Tyra’s plan
does not appear to capitalize on these opportunities. However, we
are not surprised to see underwhelming margin guidance from Mr.
Tyra because we observe significant margin degradation in his track
record at both Fruit of the Loom and Broder Bros.
- Why is Mr. Tyra Proposing to Spend
Shareholder Funds on Speculative Investments Like Branding and
International Expansion? Mr. Tyra’s plan contemplates
speculative investments in brand building and international
expansion. We are alarmed to hear Mr. Tyra referring to ‘brand’ 39
times across his presentation materials and statements. Sadly, Mr.
Tyra appears to be introducing to Gildan the same failed branding
strategies that doomed his prior employer, Fruit of the Loom. Mr.
Tyra’s plan also includes a vague strategy to invest in Gildan’s
international business, an area where Mr. Tyra has no previous
experience. In contrast, the Browning West slate’s plan calls for a
disciplined focus on the few key initiatives that will deliver
outsized returns for shareholders with minimal risk.
- Why are the Board and Mr. Tyra Persisting
with Their Vague and Timid Capital Allocation Policy? We
believe that in recent years the Board’s vague and timid capital
allocation policy has degraded Gildan’s earnings per share growth
and valuation multiple. Mr. Tyra’s plan continues this policy as it
does not call for any increased levels of share repurchases despite
the Company’s current low valuation and low leverage. It also
alludes to potential acquisitions with no framework for what would
qualify as an acquisition target. We remind shareholders of the
dangers of allowing Mr. Tyra to undertake any acquisitions given
that he destroyed tremendous value at Broder Bros. with an
acquisition-based strategy. In contrast to the current Board’s weak
capital allocation policy, the Browning West slate’s plan is
specific and clear, calling for leverage and buyback targets that
would supercharge returns by reducing outstanding shares by 36%
over five years while also growing the dividend at a 9% annual
rate.
- Why do the Board and Mr. Tyra Fail to
Outline Specific Long-Term EPS and Stock Price
Targets? Mr. Tyra fails to
outline any specific medium- or long-term earnings per share and
stock price targets. In fact, Mr. Tyra’s plan includes lower sales
growth, lower operating margins, higher capital intensity, and
weaker capital allocation relative to the Browning West slate’s
plan. This obviously suggests far lower long-term potential returns
than our plan. We believe that Mr. Tyra is avoiding any specific
long-term targets because he lacks relevant experience in low-cost
manufacturing and vertical integration, and he does not want to be
held accountable by shareholders. In contrast, the Browning West
slate’s plan provides a clear pathway to at least a $60 USD share
price by the end of 2025 and a $100 USD share price over the next
five years.”
Shareholders are encouraged to visit www.SuperchargeGildan.com
to download a copy of the slate’s operating plan, learn how to vote for Browning West’s slate of
highly qualified director candidates, and sign up for important
campaign updates. Visit SEDAR+ (www.sedarplus.ca) to review a copy
of Browning West’s information circular and other relevant
materials.
Disclaimer for Forward-Looking Information
Certain information in this news release may constitute
“forward-looking information” within the meaning of applicable
securities legislation. Forward-looking statements and information
generally can be identified by the use of forward-looking
terminology such as “outlook,” “objective,” “may,” “will,”
“expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,”
“plans,” “continue,” or similar expressions suggesting future
outcomes or events. Forward-looking information in this news
release may include, but is not limited to, statements of Browning
West regarding (i) how Browning West intends to exercise its legal
rights as a shareholder of the Company, and (ii) its plans to make
changes at the Board and management of the Company.
Although Browning West believes that the expectations reflected
in any such forward-looking information are reasonable, there can
be no assurance that such expectations will prove to be correct.
Such forward-looking statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements including, without limitation, the risks that (i) the
Company may use tactics to thwart the rights of Browning West as a
shareholder and (ii) the actions being proposed and the changes
being demanded by Browning West, may not take place for any reason
whatsoever. Except as required by law, Browning West does not
intend to update these forward-looking statements.
Advisors
Olshan Frome Wolosky LLP is serving as legal counsel, Goodmans
LLP is serving as Canadian legal counsel, and IMK is serving as
Quebec legal counsel. Longacre Square Partners is serving as
strategic advisor and Pelican PR is serving as public relations
advisor. Carson Proxy is serving as proxy advisor.
About Browning West, LP
Browning West is an independent investment partnership based in
Los Angeles, California. The partnership employs a concentrated,
long-term, and fundamental approach to investing and focuses
primarily on investments in North America and Western Europe.
Browning West seeks to identify and invest in a limited number
of high-quality businesses and to hold these investments for
multiple years. Backed by a select group of leading foundations,
family offices, and university endowments, Browning West’s unique
capital base allows it to focus on long-term value creation at its
portfolio companies.
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version on businesswire.com: https://www.businesswire.com/news/home/20240416294511/en/
Browning West info@browningwest.com 310-984-7600
Longacre Square Partners Charlotte Kiaie / Scott Deveau,
646-386-0091 browningwest@longacresquare.com
Pelican PR Lyla Radmanovich / Mélanie Tardif, 514-845-8763
media@rppelican.ca
Carson Proxy Christine Carson, 416-804-0825
christine@carsonproxy.com
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