0000921895-24-000194.txt : 20240202 0000921895-24-000194.hdr.sgml : 20240202 20240202090018 ACCESSION NUMBER: 0000921895-24-000194 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240202 DATE AS OF CHANGE: 20240202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gildan Activewear Inc. CENTRAL INDEX KEY: 0001061894 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56253 FILM NUMBER: 24588946 BUSINESS ADDRESS: STREET 1: 600 BOULEVARD DE MAISONNEUVE OUEST STREET 2: 33RD FLOOR CITY: MONTREAL STATE: A8 ZIP: H3A 3J2 BUSINESS PHONE: 5147352023 MAIL ADDRESS: STREET 1: 600 BOULEVARD DE MAISONNEUVE OUEST STREET 2: 33RD FLOOR CITY: MONTREAL STATE: A8 ZIP: H3A 3J2 FORMER COMPANY: FORMER CONFORMED NAME: GILDAN ACTIVEWEAR INC DATE OF NAME CHANGE: 19980515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWNING WEST LP CENTRAL INDEX KEY: 0001825564 ORGANIZATION NAME: IRS NUMBER: 833512291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 1150 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-984-7600 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 1150 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 sc13da312418013_02012024.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Gildan Activewear Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

375916103

(CUSIP Number)

Usman Nabi

Browning West LP

1999 Avenue of the Stars

Suite 1150

Los Angeles, California 90067

(310) 984-7600

 

Andrew M. Freedman

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 31, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 375916103

  1   NAME OF REPORTING PERSON  
         
        Browning West, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         8,640,448  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          8,640,448  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,640,448  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

2

CUSIP No. 375916103

  1   NAME OF REPORTING PERSON  
         
        Usman Nabi  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         8,640,448  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          8,640,448  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,640,448  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN, HC  

  

3

CUSIP No. 375916103

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 29, 2024, the Issuer announced that the Board has called an Annual and Special Meeting of Shareholders (the “Meeting”) to be held on May 28, 2024, in response to the Reporting Persons’ requisition for a Special Meeting, delivered on January 9, 2024, seeking the removal and replacement of eight incumbent directors and requesting the Board set a date in March 2024. Despite having called the Special Meeting as part of a combined Meeting, the Issuer simultaneously announced that it would be seeking a court judgment to invalidate and cancel the Special Meeting.

In response to the Issuer’s announcement, the Reporting Persons issued a press release (the “January 29 Press Release”) voicing their severe disappointment with, among other things, the Board’s decision to set a meeting date for nearly five months after receiving the Reporting Persons’ valid requisition.

Usman S. Nabi, of the Reporting Persons, and Peter M. Lee commented as follows in the January 29 Press Release:

“Through its actions, including refusing to set a timely date for the Meeting, the Board is once again demonstrating a complete disregard for sound corporate governance and a total lack of respect for the will of shareholders. It appears the Board has learned nothing from its recent string of ill-conceived decisions and publicity stunts, which seem to have only succeeded in alienating shareholders. Indeed, it is as if the Board is oblivious to the fact that holders of approximately 35% of Gildan’s outstanding shares publicly support our campaign and efforts to expeditiously reinstate Glenn Chamandy as Chief Executive Officer. It is clear to us – and presumably to all other Gildan shareholders – that setting a Meeting date nearly five months after receiving a valid requisition for a Special Meeting is a transparent attempt to buy time for a seemingly unqualified Chief Executive Officer with a record of value destruction and an entrenched Board.

With respect to Gildan’s comments regarding Browning West’s requisition and the Company’s planned court application, we are severely disappointed by the Board’s continued attempts to distract shareholders by focusing on a U.S. regulatory question that is entirely irrelevant to our valid requisition under Canadian law. The Board has acknowledged in its own press release that it agrees with the view of a critical mass of shareholders that a speedy resolution of the current situation is in the Company’s best interest, which is precisely what a more urgently called Special Meeting would provide. Why then is the Board choosing to waste shareholder resources on a legal action that does not change the reality that Browning West – and more significantly, ~35% of Gildan’s outstanding shares – clearly support holding a Special Meeting? The Board is also fully aware that Browning West can easily pivot from a Special Meeting and pursue the exact same Board reconstitution through a regular proxy process. The only logical explanation for why the Board is pursuing a legal challenge is that it is being led astray by its high-priced legal advisors, who are economically incentivized to recommend scorched-earth tactics. Any legal action at this point only further impugns the Board’s credibility and will serve as another justification for replacing a majority of the sitting directors. Browning West is considering all of its rights.

The Board should recognize Gildan’s stakeholders have been suffering through a vacuum of credible leadership for almost two months, and each day of delay risks permanent damage to the Company. We urge the Board to reconsider its self-serving decision and hold our requisitioned Special Meeting without unjustifiable delay.”

4

CUSIP No. 375916103

On January 31, 2024, the Reporting Persons announced that, after careful consideration, they have decided to nominate a slate of eight highly qualified candidates for election to the Board at the Issuer’s Annual Meeting scheduled for May 28, 2024, rather than via a Special Meeting. In their press release (the “January 31 Press Release”), the Reporting Persons noted that they had submitted a requisition for the Special Meeting as it was the fastest path to reverse the Board’s mistakes, but the Board has acted in a far more entrenched manner than they could have imagined, by, among other things, both delaying and converging the Annual Meeting with the Special Meeting. As the Annual and Special Meeting are now to be held on the same date, the Reporting Persons believe there are several advantages to utilizing the Annual Meeting path instead of the Special Meeting:

(i)Running a slate of director candidates at the Issuer’s Annual Meeting enables the Reporting Persons to simplify the voting process for shareholders while accomplishing the same outcome. If the Board had promptly convened the Reporting Persons’ requisitioned Special Meeting, shareholders would have been asked to vote on the removal and election of directors. At the Annual Meeting, all of the sitting directors’ terms will expire, meaning shareholders will only be voting on the election of candidates for the Board. This provides a cleaner and more convenient format for shareholders to easily elect the Reporting Persons’ slate of eight highly qualified candidates in place of eight value-destroying incumbents;
(ii)Running a slate of director candidates at the Issuer’s Annual Meeting positions the Reporting Persons to eliminate the costly sideshow created by the Board’s scorched earth legal tactics. Now that the Board is finally allowing corporate democracy to play out at the Annual Meeting, there is no need for these directors to continue to waste precious shareholder capital on litigation aimed at invalidating the Reporting Persons’ requisition. Unlike the current Board, the Reporting Persons are focused on preserving value by minimizing the absurd level of shareholder funds being wasted to aggressively attack the Issuer’s largest owners; and
(iii)Running a slate of director candidates at the Issuer’s Annual Meeting allows shareholders to reject the seemingly unqualified Chief Executive Officer Vincent Tyra, who has a troubling record of value destruction. When the Reporting Persons submitted their requisition for the Special Meeting on January 9, 2024, Mr. Tyra had not yet been appointed as Chief Executive Officer and a member of the Board. By focusing their efforts on the Annual Meeting, the Reporting Persons can give all shareholders the opportunity to reject Mr. Tyra and his track record of value destruction in an unambiguous manner.

Copies of the January 29 Press Release and January 31 Press Release are attached hereto as Exhibits 99.1 and 99.2, respectively, which are incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1January 29 Press Release.
99.2January 31 Press Release.

5

CUSIP No. 375916103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 2, 2024

  Browning West, LP
     
  By:

/s/ Samuel Green

    Name: Samuel Green
    Title: Chief Compliance Officer and Chief Financial Officer

 

 

 

/s/ Usman Nabi

  Usman Nabi

 

6

 

 

EX-99.1 2 ex991to13da312418013_020124.htm JANUARY 29 PRESS RELEASE

Exhibit 99.1

 

Browning West Reacts to the Gildan Activewear Board’s Attempt to Simultaneously Delay and Cancel a Validly Requisitioned Special Meeting

 

Notes the Board’s May 28th Meeting Date is Nearly Five Months from the Date of Browning West’s Requisition

 

Questions the Board’s Contradictory Decision to Pursue Irrelevant and Wasteful Litigation to Cancel the Special Meeting, While Claiming the Board Agrees With Feedback from a Critical Mass of Shareholders That a Speedy Resolution is in the Company’s Best Interest

 

Warns the Board’s Apparent Desperation and Refusal to Convene a Timely Meeting Increase the Risk of Permanent Damage to the Company

 

LOS ANGELES--(BUSINESS WIRE)--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 responded to the Company’s announcement that its Board of Directors (the “Board”) has “called” a so-called annual and special meeting of shareholders (the “Meeting”) to be held on May 28, 2024, while also seeking to cancel the special meeting of shareholders (the “Special Meeting”). This follows Browning West submitting a valid requisition for the Special Meeting and requesting the Board set a date in March 2024.    

 

As a reminder, Browning West is seeking to reconstitute Gildan’s Board and replace the following directors with ethical and qualified candidates: Donald Berg, Maryse Bertrand, Marc Caira, Shirley Cunningham, Charles Herington, Luc Jobin, Craig Leavitt, and Chris Shackelton.

 

Usman S. Nabi and Peter M. Lee of Browning West commented:

 

“Through its actions, including refusing to set a timely date for the Meeting, the Board is once again demonstrating a complete disregard for sound corporate governance and a total lack of respect for the will of shareholders. It appears the Board has learned nothing from its recent string of ill-conceived decisions and publicity stunts, which seem to have only succeeded in alienating shareholders. Indeed, it is as if the Board is oblivious to the fact that holders of approximately 35% of Gildan’s outstanding shares publicly support our campaign and efforts to expeditiously reinstate Glenn Chamandy as Chief Executive Officer. It is clear to us – and presumably to all other Gildan shareholders – that setting a Meeting date nearly five months after receiving a valid requisition for a Special Meeting is a transparent attempt to buy time for a seemingly unqualified Chief Executive Officer with a record of value destruction and an entrenched Board.

 

With respect to Gildan’s comments regarding Browning West’s requisition and the Company’s planned court application, we are severely disappointed by the Board’s continued attempts to distract shareholders by focusing on a U.S. regulatory question that is entirely irrelevant to our valid requisition under Canadian law. The Board has acknowledged in its own press release that it agrees with the view of a critical mass of shareholders that a speedy resolution of the current situation is in the Company’s best interest, which is precisely what a more urgently called Special Meeting would provide. Why then is the Board choosing to waste shareholder resources on a legal action that does not change the reality that Browning West – and more significantly, ~35% of Gildan’s outstanding shares – clearly support holding a Special Meeting? The Board is also fully aware that Browning West can easily pivot from a Special Meeting and pursue the exact same Board reconstitution through a regular proxy process. The only logical explanation for why the Board is pursuing a legal challenge is that it is being led astray by its high-priced legal advisors, who are economically incentivized to recommend scorched-earth tactics. Any legal action at this point only further impugns the Board’s credibility and will serve as another justification for replacing a majority of the sitting directors. Browning West is considering all of its rights.

 

1

 

The Board should recognize Gildan’s stakeholders have been suffering through a vacuum of credible leadership for almost two months, and each day of delay risks permanent damage to the Company. We urge the Board to reconsider its self-serving decision and hold our requisitioned Special Meeting without unjustifiable delay.”

 

No Solicitation

 

This press release is for informational purposes only and is not a solicitation of proxies. If Browning West determines to solicit proxies in respect of any meeting of shareholders of the Company, any such solicitation will be undertaken by way of an information circular or as otherwise permitted by applicable Canadian corporate and securities laws.

 

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 Longacre Square Partners is serving as strategic advisor to Browning West. 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.

 

2

 

 

Contacts

 

Browning West

info@browningwest.com

310-984-7600

 

Longacre Square Partners

Charlotte Kiaie / Scott Deveau, 646-386-0091

browningwest@longacresquare.com

 

Carson Proxy

Christine Carson, 416-804-0825

christine@carsonproxy.com

 

###

 

3

 

EX-99.2 3 ex992to13da312418013_020124.htm JANUARY 31 PRESS RELEASE

Exhibit 99.2

 

Browning West to Run Slate of Eight Highly Qualified Director Candidates for Election at Gildan Activewear’s Annual Meeting

 

Chooses Annual Meeting Path to Simplify Voting Process for Shareholders, Mitigate the Board’s Self-Serving and Wasteful Legal Tactics, and Provide a Forum for Rejecting Unqualified CEO and Director Vincent Tyra

 

LOS ANGELES--(BUSINESS WIRE)--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, after careful consideration, it has decided to nominate a slate of eight highly qualified candidates for election to the Board of Directors (the “Board”) at the Company’s annual meeting of shareholders (the “Annual Meeting”) scheduled for May 28, 2024, rather than via a special meeting of shareholders (the “Special Meeting”).

 

Browning West initially chose to requisition a Special Meeting because it was the fastest path to reverse the Board’s succession mistakes. However, the Board has acted in a far more entrenched manner than previously imagined and has both delayed and converged the Annual Meeting with the Special Meeting. Because both meetings are now being held on the same day, we believe there are several advantages to utilizing the Annual Meeting path, rather than the Special Meeting, including:

 

·Running a slate of director candidates at Gildan’s Annual Meeting enables Browning West to simplify the voting process for shareholders while accomplishing the same outcome. If the Board had promptly convened our requisitioned Special Meeting, shareholders would have been asked to vote on the removal and election of directors. At the Annual Meeting, all of the sitting directors’ terms will expire, meaning shareholders will only be voting on the election of candidates for the Board. This provides a cleaner and more convenient format for shareholders to easily elect our slate of eight highly qualified candidates in place of eight value-destroying incumbents.

 

·Running a slate of director candidates at Gildan’s Annual Meeting positions Browning West to eliminate the costly sideshow created by the Board’s scorched earth legal tactics. Now that the Board is finally allowing corporate democracy to play out at the Annual Meeting, there is no need for these directors to continue to waste precious shareholder capital on litigation aimed at invalidating our requisition. Unlike the current Board, we are focused on preserving value by minimizing the absurd level of shareholder funds being wasted to aggressively attack the Company’s largest owners.

 

·Running a slate of director candidates at Gildan’s Annual Meeting allows shareholders to reject the seemingly unqualified Chief Executive Officer Vincent Tyra, who has a troubling record of value destruction. When Browning West submitted its requisition for the Special Meeting on January 9, 2024, Mr. Tyra had not yet been appointed as Chief Executive Officer and a member of the Board. By focusing our efforts on the Annual Meeting, we can give all Gildan shareholders the opportunity to reject Mr. Tyra and his track record of value destruction in an unambiguous manner.

 

1

 

Usman S. Nabi and Peter M. Lee of Browning West commented:

 

“Although we are gratified that our efforts have resulted in Gildan’s Board setting a date for a shareholder vote, we believe the Board has once again embarrassed itself and impugned what little credibility it has left in the lead-up to this week’s Annual Meeting announcement. The Board responded to our January 9th requisition by spending three weeks disregarding the feedback of numerous long-standing shareholders, leaking misinformation about Glenn Chamandy, and waging a low-road smear campaign and incessant legal harassment of shareholders. Only under immense public pressure has the Board reactively set an Annual Meeting date, which is still nearly five months after it received our valid Special Meeting requisition. While the Board claims it will use some of this time to pursue a resolution with us, this appears to be another instance of the Board’s entrenchment tactics, particularly in light of the fact that the Company just initiated litigation against us. We urge shareholders to continue to judge this Board based on its actions rather than its seemingly hollow words.

 

Gildan stakeholders have been suffering through a vacuum of credible leadership for almost two months, and each day of delay risks permanent damage to the Company. Now that we have pivoted, the Board can no longer use the excuse of its wasteful court process to delay the Annual Meeting, which should immediately be moved forward to early May to align with recent years’ scheduling. We also warn the Board to avoid any self-directed refreshes or other maneuvers to insulate insiders from accountability. In our view, the Board has completely forfeited its right to make material decisions between now and the Annual Meeting.”

 

No Solicitation

 

This press release is for informational purposes only and is not a solicitation of proxies. If Browning West determines to solicit proxies in respect of any meeting of shareholders of the Company, any such solicitation will be undertaken by way of an information circular or as otherwise permitted by applicable Canadian corporate and securities laws.

 

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.

 

2

 

Advisors

 

Olshan Frome Wolosky LLP is serving as legal counsel, Goodmans LLP is serving as Canadian legal counsel, and Longacre Square Partners is serving as strategic advisor to Browning West. 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.

 

Contacts

 

Browning West

info@browningwest.com

310-984-7600

 

Longacre Square Partners

Greg Marose / Charlotte Kiaie, 646-386-0091

browningwest@longacresquare.com

 

Carson Proxy

Christine Carson, 416-804-0825

christine@carsonproxy.com

 

###

 

3