Browning West Announces the Dismissal of All Frivolous Lawsuits Brought by Gildan Activewear’s Board Ahead of Upcoming Annual Meeting
May 16 2024 - 4:45PM
Business Wire
Pleased that Both the Quebec Superior Court
and the Financial Markets Administrative Tribunal Have Recognized
the Lawsuits Have No Merit by Dismissing Them in Their
Entirety
Notes the Dismissals of the Board’s Wasteful
and Self-Serving Lawsuits Will Ensure the Rights of Shareholders
Are Protected at the Upcoming May 28th Annual Meeting
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 announced that the two meritless lawsuits brought by
Gildan’s Board of Directors (the “Board”) against Browning West
have been dismissed:
- The Superior Court of Quebec dismissed the Board’s Hart-Scott-Rodino Act (the
“HSR Act”) legal application in its entirety and refused to hold
that there was any violation of the HSR Act. The Judge indicated
that the appropriate forum for the parties’ fight is not the
courtroom, but rather the upcoming shareholders’ meeting.
- The Quebec Financial Markets Administrative Tribunal
dismissed another application brought
by the Board, which sought various orders regarding Browning West’s
solicitation of proxies, including an order to prohibit Peter Lee
from standing for election as a director of Gildan. The Tribunal
concluded that the public interest would not be served by any of
the relief sought by Gildan: “Gildan’s application aims to satisfy
private interests not the public interest.”
As a reminder, Browning West is seeking to elect eight highly
qualified and independent director candidates – Michael Kneeland,
Glenn J. Chamandy, Michener Chandlee, Ghislain Houle, Mélanie Kau,
Peter Lee, Karen Stuckey, and J.P. Towner – to Gildan’s Board at
the upcoming Annual Meeting of Shareholders (the “Annual Meeting”)
scheduled for May 28, 2024.
Usman S. Nabi and Peter M. Lee of Browning West commented:
“We are pleased that the Board’s frivolous legal proceedings
aimed at preventing shareholders from securing necessary boardroom
change have been dismissed in their entirety. Since day one, we
have maintained that Browning West did not breach the HSR Act and
that we have complied with proxy solicitation rules every step of
the way. The Board has continually pursued entrenchment,
obfuscation, and disparagement of dissenting shareholders in an
attempt to avoid accountability. The Board has also repeatedly
tried to weaponize legal action with the primary purpose of
undermining and delaying Browning West and shareholders from
exercising our rights at the upcoming Annual Meeting.
These rulings represent a clear repudiation of the tactics
deployed by Gildan’s entrenched Board. While it is unfortunate
these directors have shamelessly wasted millions to attack
shareholders in what is quickly becoming the most expensive proxy
fight in Canadian history, we are encouraged that these legal
sideshows have finally been laid to rest. We look forward to the
May 28th Annual Meeting, where shareholders will finally have an
opportunity to elect Browning West’s eight-member slate of director
candidates and reinstate Glenn Chamandy as CEO. This is the only
way to ensure proven value creators Mr. Chamandy and Michael
Kneeland will have the opportunity to implement their superior plan
to create long-term shareholder value.”
***
For more information on how to vote for the entire Browning West
slate on the GOLD Proxy Card,
download a copy of the full presentation, and sign up for important
campaign updates, visit www.SuperchargeGildan.com. Visit SEDAR+
(www.sedarplus.ca) to review a copy of Browning West’s Circular and
related proxy materials, including a GOLD Proxy Card or voting instruction
form.
***
Vote the GOLD Proxy Card “FOR” ALL EIGHT of
Browning West’s Highly Qualified Director Candidates and “WITHHOLD”
on ALL of the Incumbent Directors.
Visit www.SuperchargeGildan.com
to Learn How to Vote the GOLD Proxy Card and Obtain Copies of
Other Important Voting 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/20240516174302/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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