Sat, Jul 4, 2015
A A A
Welcome Guest
Free Trial RSS
Get FREE trial access to our award winning publications
Industry Updates

Aria Partners responds to "hostile opportunists" on Christopher & Banks board

Wednesday, July 11, 2012
Opalesque Industry Update: Aria Partners, which owns 4% of Christopher & Banks Corp. shares, has responded to the board of directors regarding its refusal to negotiate with Aria about its offer of $1.75 a share, as well as its decision to adopt a poison pill to impede a possible takeover of the company. Aria continues to urge Christopher & Banks’ board to put a sale process in place.

“We are simply trying to protect shareholders from the company’s current board of directors,” stated Edward Latessa, partner, Aria Partners. “It is mindboggling that as the value of the company continues to deteriorate and the losses continue to mount, that this board would continue to collect directors’ fees that amount to more than 100% of the company’s earnings. Further, by adopting the poison pill measure, it seems that they’ll stop at nothing to ensure the continuation of the status quo.”

The full text of Aria’s response letter to Paul L. Snyder, the non-executive chairman of Christopher & Banks, follows:

Mr. Paul L. Snyder
Christopher & Banks Corp.
2400 Xenium Lane
Plymouth, MN 55441

Dear Mr. Snyder:

We would like to respond to Christopher & Banks’ recent board vote to adopt a poison pill and the “Just Say No Defense.” Of course we believe that the action the board has taken is not in the best interests of the shareholders, but to say just that would be far too cliché. Rather, we prefer to get more granular.

To begin, poison pills are designed to protect shareholders from hostile opportunists. In this case, the hostile opportunists are the board of Christopher & Banks, not us. When your stock trades at $1 per share and someone offers you $1.75 per share, they are not the enemy. The market seemed to agree with this sentiment given its positive reaction when the news of our proposal became public. We are simply trying to protect the shareholders from the board.

In terms of the hostile activity at Christopher & Banks, we would submit that since 2009, your Lead Director, Ann Jones, has received more than 100% of the company’s earnings in director fees. That’s more than $750,000 while lording over an 83% drop in share price. Similarly, you yourself have also received more than 100% of Christopher & Banks’ earnings in director fees. It reminds us of the farcical plot of “The Producers” where Bialystock and Bloom scheme to get rich by overselling interests in a Broadway flop.

Next, let’s examine your thesis that a turnaround is underway and the company is better off pursuing its current strategy rather than entertaining our offer. This is the same board that signed off on Larry Barenbaum’s strategy (the former CEO) of raising average unit prices by articulating the merchandise. This course of action proved to be a disaster. How are we to have any confidence that this same board is able to implement a new strategy which, to date, has similarly failed to turn things around?

Frankly, the board’s credibility when it comes to setting strategy is worthless based on its record thus far, and we do not believe that your accounting background is helpful to this cause. Is the company really taking its fashion direction from an accountant? Has it ever occurred to you that you are out of your element? Since you joined the board, the stock is down 89%. If you were a contestant on “Project Runway,” you would have been laughed off, but somehow you continue to wield influence in the boardroom of a publicly traded fashion company.

Adhering to script, this “stick with the current strategy” response was expected, but in your case it’s just not believable. If there really is so much upside in the stock, why aren’t any members of the company’s board, who have been paid millions, using some of that money to buy shares? Have any bought a single share of stock since the current strategy was announced to shareholders? We don’t believe any have and find this curious since clearly the “current strategy” must then be worth more than the 75% return our offer represents. If the board really believed in the upside the current strategy holds, why would any of you pass up the opportunity to invest now? Alas, the company’s response to our offer sounds like good tough talk, but rings hollow with your shareholders and is simply not supported by the facts.

Here are the facts: Christopher & Banks is not financially stable. Its financial condition is deteriorating rapidly. We believe you need to act and urge you to put this company up for sale. You’ve engaged credible bankers and lawyers. Put them to work running a sale process and let the market decide who should manage and own this company. This is what we and the rest of your shareholders demand.

Sincerely,
Edward Latessa
Partner
Aria Partners

Press Release

BM

What do you think?

   Use "anonymous" as my name    |   Alert me via email on new comments   |   
Today's Exclusives Today's Other Voices More Exclusives
Previous Opalesque Exclusives                                  
More Other Voices
Previous Other Voices                                               
Access Alternative Market Briefing


  • Top Forwarded
  • Top Tracked
  • Top Searched
  1. Opalesque Exclusive: New systematic strategy managed alongside research firm outperforms S&P500[more]

    Benedicte Gravrand, Opalesque Geneva for New Managers: An emerging CTA manager explains how he runs his strategy, which is based on an index produced by a research firm. Peter Turk is head of

  2. Opalesque Exclusive: New systematic strategy embraces machine learning[more]

    Benedicte Gravrand, Opalesque Geneva for New Managers: The founder of a New York-based systematic trading firm, which offers a hybrid between alpha strategies and alternative feta at lower fees, describes his approa

  3. Larry Robbins' hedge fund Glenview buys 1m Tenet Healthcare shares[more]

    Komfie Manalo, Opalesque Asia: Glenview Capital Management said it bought an additional 979,482 shares at Tenet Healthcare Corp valued at $53.80 million, raising its stakes in the healthcare services company to 15.16%, reported

  4. Legal - Grayson’s hedge funds under scrutiny for possible ethics violations, Court rejects hedge fund’s motion to block merger of Samsung affiliates[more]

    Grayson’s hedge funds under scrutiny for possible ethics violations From Freebeacon.com: Rep. Alan Grayson is finding himself in hot water over managing hedge funds that bear his name, actions that are in possible violation of House ethics rules. Sitting members of Congress are prohibite

  5. Hedge funds decline in June as stocks tumble on Greek woes[more]

    From Bloomberg.com: Hedge funds posted losses across strategies last month as uncertainty over whether Greece will remain in the euro sent global stock markets tumbling. Winton Capital Management declined about 3.1 percent in June in its $12.1 billion Winton Futures Fund, leaving it down 1.9 percent

 

banner