Tailored Brands Adopts Short-Term Shareholder Rights Plan
31 Mars 2020 - 12:40PM
Business Wire
Tailored Brands, Inc. (NYSE: TLRD) announced today that its
board of directors (the “Board”) adopted a short-term shareholder
rights plan (the “Rights Plan”) to protect the best interests of
all Tailored Brands shareholders. In adopting the Rights Plan, the
Board has taken note of the substantial impact of the COVID-19
pandemic on market activity and increased volume and volatility in
the trading of the Company’s stock.
The Rights Plan is designed to allow the Company’s shareholders
to realize the long-term value of their investment by reducing the
likelihood that any person or group would gain control of Tailored
Brands through open market accumulation without appropriately
compensating the Company's shareholders for such control or
providing the Board sufficient time to make informed judgments. The
Rights Plan is not intended to prevent or interfere with any action
with respect to Tailored Brands that the Board determines to be in
the best interests of shareholders.
The Rights Plan is similar to plans adopted by other publicly
held companies. The rights will initially trade with Tailored
Brands common stock and will generally become exercisable only if
any person (or any persons acting as a group) acquires 10% or more
of the Company’s outstanding common stock (or 20% in the case of
certain passive investors) (the “triggering percentage”). The
Rights Plan does not aggregate the ownership of shareholders
“acting in concert” unless and until they have formed a group under
applicable securities laws. If the rights become exercisable, all
holders of rights (other than any triggering person) will be
entitled to acquire shares of common stock at a 50% discount or the
Company may exchange each right held by such holders for two shares
of common stock. Under the Rights Plan, any person which currently
owns more than the triggering percentage may continue to own its
shares of common stock but may not acquire any additional shares
without triggering the Rights Plan.
The Rights Plan has a one-year duration, expiring on March 29,
2021. The Rights Plan may also be terminated, or the rights may be
redeemed, prior to the scheduled expiration of the Rights Plan
under certain other circumstances.
Additional details regarding the Rights Plan will be contained
in a Form 8-K to be filed by the Company with the U.S. Securities
and Exchange Commission.
Kirkland & Ellis LLP is serving as legal advisor to Tailored
Brands.
About Tailored Brands, Inc.
Tailored Brands is a leading omni-channel specialty retailer of
menswear, including suits, formalwear and a broad selection of
business casual offerings. We help our customers look and feel
their best by delivering personalized products and services through
our convenient network of stores and e-commerce sites. Our brands
include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and
K&G.
For additional information on Tailored Brands, please visit the
Company’s websites at
www.tailoredbrands.com, www.menswearhouse.com, www.josbank.com, www.mooresclothing.com,
and www.kgstores.com.
This press release contains forward-looking information,
including the Company’s statements regarding the operation or
effects of the Rights Plan. In addition, words such as “expects,”
“anticipates,” “envisions,” “targets,” “goals,” “projects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance,”
“may,” “projections,” and “business outlook,” variations of such
words and similar expressions are intended to identify such
forward-looking statements. The forward-looking statements are made
pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. Any forward-looking statements that
we make herein are not guarantees of future performance and actual
results may differ materially from those in such forward-looking
statements as a result of various factors. Factors that might cause
or contribute to such differences include, but are not limited to:
actions or inactions by governmental entities; domestic and
international macro-economic conditions; inflation or deflation;
the loss of, or changes in, key personnel; success, or lack
thereof, in formulating or executing our internal strategies and
operating plans, including new store and new market expansion
plans; cost reduction initiatives and revenue enhancement
strategies; changes to our capital allocation policy; changes in
demand for our retail clothing or rental products; market trends in
the retail or rental business; customer confidence and spending
patterns; changes in traffic trends in our stores; customer
acceptance of our merchandise strategies, including custom
clothing; performance issues with key suppliers; disruptions in our
supply chain; severe weather; public health crises, including the
recent coronavirus outbreak; foreign currency fluctuations;
government export and import policies, including the enactment of
duties or tariffs; advertising or marketing activities of
competitors; the impact of cybersecurity threats or data breaches;
legal proceedings and the impact of climate change.
Forward-looking statements are intended to convey the Company’s
expectations about the future, and speak only as of the date they
are made. We undertake no obligation to publicly update or revise
any forward-looking statements that may be made from time to time,
whether as a result of new information, future developments or
otherwise, except as required by applicable law. However, any
further disclosures made on related subjects in our subsequent
reports on Forms 10-K, 10-Q and 8-K should be consulted. This
discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995, and all written or oral
forward-looking statements that are made by or attributable to us
are expressly qualified in their entirety by the cautionary
statements contained or referenced in this section.
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version on businesswire.com: https://www.businesswire.com/news/home/20200331005236/en/
Contact: Investor Relations (281) 776-7575 ir@tailoredbrands.com
Julie MacMedan, VP, Investor Relations Tailored Brands, Inc.
Tailored Brands (NYSE:TLRD)
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