Christopher & Banks (CBK) Rejects Aria Partners’ $1.75/Share Bid
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Christopher & Banks Corporation (NYSE: CBK), announced that the Board of Directors, after careful consideration, with the assistance of its outside financial and legal advisors, has rejected Aria Partners’ unsolicited proposal to acquire all outstanding stock of the Company for $1.75 per share. The Board has also reaffirmed its commitment to its new management team’s strategic plan, which has already begun to demonstrate signs of progress.
The Company’s Board of Directors believes that the current merchandising and marketing strategies have brought stability to and energized the organization, and are expected to deliver improved sales, margin, and cash flow performance in the second half of fiscal 2012 and beyond. While only a small portion of the current merchandise reflects the new strategy, the Company has begun to see a favorable response to new product, as well as to marketing initiatives aimed at driving traffic and sales. After careful review and consideration of the Aria Partners proposal, the Board, which is comprised entirely of independent directors, concluded that the proposal does not reflect the full, long-term value stockholders are expected to receive from continued focus on the current strategy. Therefore, the proposal is not in the best interests of Christopher & Banks and its stockholders.
Management’s Merchandising and Marketing Initiatives Being Implemented
The four priorities previously laid out by the Company include:
Stockholder Rights Plan and Management Retention Plan Adopted to Support the Turnaround Strategy Underway
In order to support management’s efforts to stabilize the business and to provide sufficient time for the turnaround underway, the Board has adopted a stockholder rights plan. The plan is designed to deter coercive or unfair takeover tactics including the accumulation of shares in the open market or through private transactions and to prevent an acquirer from gaining control of the Company without offering a fair and adequate price to all of the Company’s stockholders. To implement the rights plan, the Board authorized the distribution of one right for each outstanding share of common stock of the Company to holders of record as of the close of business on July 16, 2012. The rights will expire on July 5, 2014.
The rights will initially trade only with the shares of common stock to which they are attached, and generally become exercisable only if an acquiring person accumulates “beneficial ownership” (as defined in the Plan) of 15% or more of the Company’s outstanding common stock. At such time, each right will entitle the stockholder (other than the acquiring person) to purchase shares of the Company’s preferred stock or, in some circumstances, shares of the acquiring person’s senior voting stock (as defined in the Plan), having a value equal to twice the exercise price of the right (initially, $8.25 per right).
The Board has also adopted a Management Retention Plan for key members of management to allow them to remain fully engaged on the Company’s turnaround strategy and focused on driving improved performance at the Company for the benefit of the Company’s stockholders.
Additional details regarding the rights plan and the retention plan, including copies of each plan, will be outlined in the Company’s filings with the Securities and Exchange Commission. These filings will be available on the SEC’s website at www.sec.gov. In addition, the Company will make available to its stockholders, upon request and at no charge to them, a “Summary of the Rights” (a copy of which will also be filed with the SEC) that describes the material terms of the rights plan.
Piper Jaffray & Co. is acting as financial advisor and Dorsey & Whitney LLP is acting as legal advisor.
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The Company’s Board of Directors believes that the current merchandising and marketing strategies have brought stability to and energized the organization, and are expected to deliver improved sales, margin, and cash flow performance in the second half of fiscal 2012 and beyond. While only a small portion of the current merchandise reflects the new strategy, the Company has begun to see a favorable response to new product, as well as to marketing initiatives aimed at driving traffic and sales. After careful review and consideration of the Aria Partners proposal, the Board, which is comprised entirely of independent directors, concluded that the proposal does not reflect the full, long-term value stockholders are expected to receive from continued focus on the current strategy. Therefore, the proposal is not in the best interests of Christopher & Banks and its stockholders.
Management’s Merchandising and Marketing Initiatives Being Implemented
The four priorities previously laid out by the Company include:
- Reducing the number of styles and SKUs offered in the fall 2012 deliveries and rebalancing the assortment toward more good and better product offerings with fewer best styles;
- Offering an improved price/value proposition for fall with more attractive opening price points and reducing the variety of ticket prices;
- Improving inventory flow beginning with the September assortment by reducing the number of major floor sets by half, while maintaining freshness with deliveries between sets; and
- Developing an enhanced promotional strategy with more targeted, unique promotions and fewer storewide events.
Stockholder Rights Plan and Management Retention Plan Adopted to Support the Turnaround Strategy Underway
In order to support management’s efforts to stabilize the business and to provide sufficient time for the turnaround underway, the Board has adopted a stockholder rights plan. The plan is designed to deter coercive or unfair takeover tactics including the accumulation of shares in the open market or through private transactions and to prevent an acquirer from gaining control of the Company without offering a fair and adequate price to all of the Company’s stockholders. To implement the rights plan, the Board authorized the distribution of one right for each outstanding share of common stock of the Company to holders of record as of the close of business on July 16, 2012. The rights will expire on July 5, 2014.
The rights will initially trade only with the shares of common stock to which they are attached, and generally become exercisable only if an acquiring person accumulates “beneficial ownership” (as defined in the Plan) of 15% or more of the Company’s outstanding common stock. At such time, each right will entitle the stockholder (other than the acquiring person) to purchase shares of the Company’s preferred stock or, in some circumstances, shares of the acquiring person’s senior voting stock (as defined in the Plan), having a value equal to twice the exercise price of the right (initially, $8.25 per right).
The Board has also adopted a Management Retention Plan for key members of management to allow them to remain fully engaged on the Company’s turnaround strategy and focused on driving improved performance at the Company for the benefit of the Company’s stockholders.
Additional details regarding the rights plan and the retention plan, including copies of each plan, will be outlined in the Company’s filings with the Securities and Exchange Commission. These filings will be available on the SEC’s website at www.sec.gov. In addition, the Company will make available to its stockholders, upon request and at no charge to them, a “Summary of the Rights” (a copy of which will also be filed with the SEC) that describes the material terms of the rights plan.
Piper Jaffray & Co. is acting as financial advisor and Dorsey & Whitney LLP is acting as legal advisor.
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