Aria Sends Letter to Christopher & Banks (CBK); Urges Board to Consider $1.75/Share Bid
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Aria Partners, which owns 4 percent of Christopher & Banks Corp. (NYSE: CBK) shares, sent a letter to the company’s board of directors urging it to consider Aria’s offer to acquire the company for $1.75 a share.
Dear Board of Directors:
On May 21, 2012, we made a proposal to acquire Christopher & Banks. You immediately dismissed our offer as not in the best interests of your shareholders. Curiously, you made this determination without any effort to discuss our offer or plans to reinvigorate Christopher & Banks.
More importantly, we feel the board’s interests are not aligned with management. Each year you spend nearly $1 million in board fees to directors that have overseen a massive deterioration in profits. Together the directors’ investment in this company represents only about four months’ worth of director’s fees. In a few short years, the company has been reduced from a peak enterprise value of $600 million, to a mere $35 million today. With the enterprise value down by nearly 95%, isn’t it time for a change?
Since making our offer, your business has continued to deteriorate. In fact, on June 5, 2012, you announced results which showed that the company has depleted more than $20 million in cash in the last quarter. Your company is losing money, has been losing money and currently has no credible plan to stem the losses and regain profitability. Under the recent leadership of this board, $70 million of cash has evaporated and at the current pace, you will run out of money by year end. This is an unsustainable situation that must be addressed.
We are willing to pay $1.75 per share for this company, a 50% premium to the current share price. As we have stated to you previously, we believe we can fix this company and are willing to put up the capital, expertise and manpower to do it. Given that it will be our capital at risk, we will be highly motivated and highly incentivized to return this company to profitability. We believe our plans would be good for your customers, employees and other stakeholders. We urge you to seriously consider this offer.
We stand ready to acquire Christopher & Banks. Since our attempts to do a consensual deal have been rebuffed, we see no other option than to take our plans directly to the shareholders. We will be releasing this letter to the public concurrently with its delivery to you.
Respectfully,
Edward Latessa, Partner
Aria Partners
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Dear Board of Directors:
On May 21, 2012, we made a proposal to acquire Christopher & Banks. You immediately dismissed our offer as not in the best interests of your shareholders. Curiously, you made this determination without any effort to discuss our offer or plans to reinvigorate Christopher & Banks.
More importantly, we feel the board’s interests are not aligned with management. Each year you spend nearly $1 million in board fees to directors that have overseen a massive deterioration in profits. Together the directors’ investment in this company represents only about four months’ worth of director’s fees. In a few short years, the company has been reduced from a peak enterprise value of $600 million, to a mere $35 million today. With the enterprise value down by nearly 95%, isn’t it time for a change?
Since making our offer, your business has continued to deteriorate. In fact, on June 5, 2012, you announced results which showed that the company has depleted more than $20 million in cash in the last quarter. Your company is losing money, has been losing money and currently has no credible plan to stem the losses and regain profitability. Under the recent leadership of this board, $70 million of cash has evaporated and at the current pace, you will run out of money by year end. This is an unsustainable situation that must be addressed.
We are willing to pay $1.75 per share for this company, a 50% premium to the current share price. As we have stated to you previously, we believe we can fix this company and are willing to put up the capital, expertise and manpower to do it. Given that it will be our capital at risk, we will be highly motivated and highly incentivized to return this company to profitability. We believe our plans would be good for your customers, employees and other stakeholders. We urge you to seriously consider this offer.
We stand ready to acquire Christopher & Banks. Since our attempts to do a consensual deal have been rebuffed, we see no other option than to take our plans directly to the shareholders. We will be releasing this letter to the public concurrently with its delivery to you.
Respectfully,
Edward Latessa, Partner
Aria Partners
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