Initiation of Sale Process by Board Is a Desperate Attempt to Avoid Being Voted Off by Shareholders
Public Release of Sale Process Details Characteristic of Board’s Slapdash Approach to Governance
Trying to Sell a Company in Turmoil Is Unintelligent and Irresponsible
Turtle Creek Believes Gildan Has a Value of Over US$60 per Share
TORONTO, March 25, 2024 (GLOBE NEWSWIRE) -- 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. Berg
Maryse Bertrand
Dhaval Buch
Marc Caira
Shirley E. Cunningham
Sharon Driscoll
Charles M. Herington
Luc Jobin
Craig A. Leavitt
Anne Martin-Vachon
Christopher S. Shackelton
Vince Tyra
c/o Donald C. Berg, Chair of the Board and Arun Bajaj, EVP, Chief HR Officer & Legal Affairs
600 de Maisonneuve Boulevard West, 33rd Floor
Montréal, 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 Gagnier
Gagnier Communications
(416) 305-1459
TurtleCreek@gagnierfc.com
