Christopher & Banks Corporation : Christopher & Banks Rejects Unsolicited Proposal as Not in the Best Interest of Stockholders
07/06/2012| 08:05am US/Eastern

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Board Reaffirms Commitment to Management's Merchandising and
Marketing Initiatives Underway
Board Takes Steps to Support Business Transformation Plan
Christopher & Banks Corporation (NYSE: CBK), a specialty women's apparel
retailer, today 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:
1. 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;
2. Offering an improved price/value proposition for fall with more
attractive opening price points and reducing the variety of ticket
prices;
3. 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
4. Developing an enhanced promotional strategy with more targeted,
unique promotions and fewer storewide events.
The Board believes continued focus on the plan will yield improved
sales, margins, and cash flow going forward and best serves the
interests of its stockholders.
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.
About Christopher & Banks
Christopher & Banks Corporation is a Minneapolis-based specialty
retailer of women's clothing. As of July 5, 2012, the Company operates
658 stores in 44 states consisting of 389 Christopher & Banks stores,
179 stores in their women's plus size clothing division CJ Banks, 65
dual stores and 25 outlet stores. The Company also operates the www.ChristopherandBanks.com
and www.CJBanks.com
e-commerce websites.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. No tender offer for the shares of
Christopher & Banks Corporation (the "Company") has commenced at this
time. If a tender offer is commenced, the Company will file a
solicitation/recommendation statement on Schedule 14D-9 with the U.S.
Securities and Exchange Commission ("SEC"). INVESTORS AND STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders will be able to obtain free copies of these documents (if
and when available) and other documents filed with the SEC by the
Company through the web site maintained by the SEC at http://www.sec.gov.
In addition, documents filed with the SEC by the Company may be obtained
free of charge by contacting Luke Komarek, Corporate Secretary at
763-551-5000.
Forward-Looking Statements
Certain statements in this press release are forward-looking
statements. The forward-looking statements may use the words "expect",
"anticipate", "plan", "intend", "project", "believe" and similar
expressions and include statements (i) 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; (ii)
that the Company is reducing the number of styles and SKUs offered in
its fall 2012 deliveries and rebalancing the assortment toward more good
and better product offerings with fewer best styles; (iii) that the
Company plans to offer an improved price/value proposition for fall with
more attractive opening price points and reducing the variety of ticket
prices; (iv) that the Company is 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; (v) that
the Company is developing an enhanced promotional strategy with more
targeted, unique promotions and fewer storewide events; and (vi) that
the Board believes continued focus on the plan will yield improved
sales, margins, and cash flow going forward and best serves the
interests of its stockholders. These statements are based on
management's current expectations and are subject to a number of
uncertainties and risks, as well as assumptions that, if they do not
fully materialize or prove incorrect, could cause our actual results to
differ materially from those expressed or implied by the forward-looking
statements. Important factors that could cause actual results to differ
materially from estimates or projections contained in the
forward-looking statements include, but are not limited to: (i) the
inherent difficulty in forecasting consumer buying and retail traffic
patterns which may be affected by factors beyond our control, such as a
weakness in overall consumer demand; adverse weather, economic or
political conditions; and shifts in consumer tastes or spending habits
that result in reduced sales; (ii) lack of acceptance of the Company's
fashions, including its seasonal fashions; (iii) the ability of the
Company's infrastructure and systems to adequately support our
operations; (iv) the effectiveness of the Company's brand awareness,
marketing programs and efforts to enhance the in-store experience; (v)
the possibility that, because of poor customer response to our
merchandise, management may determine it is necessary to sell
merchandise at lower than expected margins or at a loss; (vi) the
failure to successfully implement the Company's strategic and tactical
plans; (vii) general economic conditions could lead to a reduction in
store traffic and in consumer spending on women's apparel; (viii)
fluctuations in the levels of the Company's sales, expenses or earnings;
and (ix) risks associated with the performance and operations of the
Company's Internet operations.
Readers are cautioned not to place undue reliance on these
forward-looking statements which are based on current expectations and
speak only as of the date of this release. The Company does not assume
any obligation to update or revise any forward-looking statement at any
time for any reason.
Certain other factors that may cause actual results to differ from
such forward-looking statements are included in the Company's periodic
reports filed with the Securities and Exchange Commission and available
on the Company's website under "Investor Relations" and you are urged to
carefully consider all such factors.

Christopher & Banks Corporation
Peter G. Michielutti,
763-551-5000
Senior Vice President
Chief Financial Officer
or
Investor
Relations:
ICR, Inc.
Jean Fontana, 203-682-8200
© Business Wire 2012
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