Photo Release -- The Children's Place Sends Letter to Stockholders
SECAUCUS, N.J., July 13, 2009 (GLOBE NEWSWIRE) -- The Children's Place Retail
Stores, Inc. (Nasdaq:PLCE) sent a letter to stockholders citing the Company's
positive stock performance over the past 21 months and urging stockholders to
protect the value of their investment by supporting its three highly qualified
and independent incumbent directors up for election at the 2009 Annual Meeting
of Stockholders on July 31, 2009. The Children's Place urges stockholders to
vote FOR Sally Frame Kasaks, Malcolm Elvey, and Norman Matthews on the WHITE
proxy card -- and to reject the three hand-picked nominees of former Chairman
and CEO Ezra Dabah. Since Mr. Dabah and his father-in-law Stanley Silverstein
are existing members of the Board, election of Mr. Dabah's three hand-picked
nominees would result in his designation of five of nine directors -- the
majority of the Board -- and de facto control of the Company.
A photo accompanying this release is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6381
The letter highlights the Company's strong track record of creating shareholder
value under the current Board and management team. During fiscal 2008 and fiscal
2009 year-to-date, The Children's Place stock price has increased 42%, while the
S&P Retail Index has declined 26%.
The letter also corrects and clarifies numerous misleading statements made by
Mr. Dabah's self-serving campaign to gain control of the Company. Specifically,
the letter alerts stockholders that:
* Mr. Dabah is seeking control of the Company
* Mr. Dabah has a prior relationship with Raphael Benaroya
* Mr. Benaroya is not the right CEO for the Company
* Mr. Dabah's nominee Ross Glickman is conflicted because he is CEO
of a real estate company that receives approximately $1 million a
year from The Children's Place in annual rent and occupancy fees
* Mr. Dabah is indemnifying his "independent" nominees and paying
Mr. Benaroya's legal fees
The letter also summarizes Mr. Dabah's relentless attempts to destabilize the
Company and points out that he already has two seats on the Company's Board, and
that even one more seat would provide him with representation on the Board that
far exceeds his ownership interest.
The full text of the letter follows:
July 13, 2009
PROTECT THE VALUE OF YOUR INVESTMENT
SUPPORT THE COMPANY'S HIGHLY QUALIFIED AND INDEPENDENT INCUMBENT
DIRECTORS
To Our Stockholders:
Since Ezra Dabah was forced to resign as CEO in September 2007, The Children's
Place has generated strong results and the Company's stock price has
significantly outperformed its peers under the leadership of your current Board
and management. The Company is proud of its track record of creating value and
asks for your support to continue to build on the Company's recent successes.
The Company urges stockholders to vote today on the WHITE proxy card FOR its
three highly qualified and independent incumbent directors -- Sally Frame
Kasaks, Malcolm Elvey, and Norman Matthews -- up for reelection at the 2009
Annual Meeting of Stockholders on July 31, 2009.
Since the beginning of fiscal 2008, under your current Board and management
team, The Children's Place stock price has increased 42%, while the S&P Retail
Index has declined 26%. The change in leadership following Mr. Dabah's
ignominious departure as CEO has resulted in a significant turnaround in our
stock price.
Stock price performance under current Board and management:
http://media.globenewswire.com/cache/7632/file/7104.pdf
EZRA DABAH ISN'T TELLING YOU THE FULL STORY
DON'T GIVE HIM CONTROL OF YOUR COMPANY!
Mr. Dabah already has two seats on the nine-member Board (himself and his
father-in-law, Stanley Silverstein) and has now nominated three additional
directors. The election of Mr. Dabah's three hand-picked nominees would result
in his designation of five of nine directors -- the majority of the Board -- and
de facto control of the Company.
Stockholders should support the Company's highly qualified independent nominees
and NOT BE FOOLED by Mr. Dabah's self-serving campaign and misleading statements
to gain control of the Company. For example:
* Mr. Dabah IS seeking control of the Company. His claims to the
contrary are clearly untrue. In addition to the obvious fact that
he will have designated five of nine directors if he wins this
election, Mr. Dabah in his own proxy statement notes that, "If Mr.
Benaroya determines that he is willing to serve as the Company's
CEO, Messrs. Benaroya, Fingerman and Glickman, if elected, and
Mr. Dabah will recommend to the Board that Raphael Benaroya be
appointed Chief Executive Officer." Make no mistake about it, if
Mr. Dabah wins this election, he will have gained control, he
will pick the next CEO, and he will do whatever he believes is in
HIS best interests. Mr. Dabah is also advocating a high-risk,
rapid-growth strategy which we believe would erode the Company's
strong balance sheet and destroy shareholder value, just like it
did in 2007 before Mr. Dabah was ousted as CEO.
* Mr. Dabah HAS a prior relationship with Raphael Benaroya. Mr.
Dabah claims he "does not have any prior social, business or
professional relationship" with any of his nominees. However, the
photo mentioned above from a 2002 event clearly suggests
otherwise.
* Mr. Benaroya is NOT the right CEO for The Children's Place. His
track record raises serious concerns about his qualifications to
be CEO of your company. Mr. Benaroya's only prior CEO experience
was at United Retail Group from 1989 to 2007. The fact is he sold
this Company in 2007 for less than its 1992 IPO price. Mr.
Benaroya has also been a long-term board member of Russ Berrie,
and is now its Chairman. Since January 31, 2005, Russ Berrie's
share price has plummeted from $23.46 to $3.26 as of July 9, 2009
-- a decline of over 85%. Yet this is who Mr. Dabah would install
as CEO of The Children's Place. We urge stockholders NOT to turn
the keys to your Company over to Mr. Dabah and Mr. Benaroya.
* Mr. Dabah's nominee Ross Glickman IS conflicted. Mr. Dabah failed
to disclose in his proxy statement that one of his hand-picked
nominees, Ross Glickman, Chairman and CEO of Urban Retail
Properties, LLC, a real estate company, currently does business
with The Children's Place. The Children's Place stores are
located in five of his retail projects -- and his company
receives nearly $1 million in annual rent and occupancy fees from
the Company. Moreover, Mr. Glickman's company is now actively
trying to secure leases for The Children's Place stores in his
Kirkwood Mall in North Dakota and his Manhattan Town Center in
Kansas.
* Mr. Dabah IS indemnifying his "independent" nominees and paying
Mr. Benaroya's legal fees. Mr. Dabah's proxy statement reveals
that, "Each Nominee is a party to an agreement pursuant to
which....Mr. Dabah has agreed to pay the costs of soliciting proxies
in support of the election of the Nominees to the Board...and to
indemnify each Nominee with respect to certain costs that may be
incurred by such Nominee in connection with his nomination...In
addition, Mr. Dabah has agreed to reimburse Mr. Benaroya for
certain costs and expenses in connection with Mr. Benaroya's
nomination, including the fees and expenses of Mr. Benaroya's
counsel, up to a maximum amount of $30,000."
DON'T GIVE EZRA DABAH ANY MORE BOARD SEATS
THIS WOULD GIVE HIM DISPROPORTIONATE REPRESENTATION
Mr. Dabah already has two seats on the Company's Board. Even one more seat would
give him representation on the Board that far exceeds his ownership interest.
Remember, Mr. Dabah has relentlessly tried to destabilize the Company since he
was ousted as CEO. To cite only a few of his questionable actions, Mr. Dabah has
filed litigation against the Company, forced a strategic review, publicly
announced he was making a $24.00 per share offer to buy the Company that never
materialized, and now is mounting an aggressive proxy contest in which he is
seeking de facto control of your Company. Don't forget that when he was CEO, Mr.
Dabah was the subject of a stock option backdating investigation, engaged in
securities trading practices in contravention of Company policies, and was
forced to resign in September 2007 after Deloitte & Touche, then the Company's
auditors, told the Board it was no longer willing to rely on his representations
in connection with its audits. Giving Mr. Dabah any more representation on the
Board is not in your best interests.
SUPPORT THE COMPANY'S HIGHLY QUALIFIED, INDEPENDENT INCUMBENT
DIRECTORS
VOTE THE WHITE PROXY CARD TODAY
Do NOT return any gold proxy card you may receive from Mr. Dabah. Do NOT
authorize a proxy to vote your shares for Mr. Dabah's nominees. If you have
already returned a gold proxy card to Mr. Dabah or otherwise authorized a proxy
to vote your shares for his nominees, it is not too late to change your vote. To
revoke your prior proxy and change your vote, simply sign, date, and return the
enclosed WHITE proxy card today in the postage-paid envelope provided. Only your
latest dated proxy will be counted.
MacKenzie Partners Inc. is assisting The Children's Place with its efforts to
solicit proxies. If you have any questions about voting your shares, please call
MacKenzie Partners Inc. toll-free at (800) 322-2885 (or call collect at (212)
929-5500) or email: childrensplace@mackenziepartners.com.
Every stockholder's vote is important, regardless of how many shares you own. To
ensure your vote is counted, vote by telephone or Internet now or mail in your
vote today on the WHITE proxy card.
Thank you for your continued support.
Very truly yours,
Charles Crovitz
Interim Chief Executive Officer
and Member of the Board of Directors
* The Children's Place peers include: ARO - Aeropostale, DBRN - Dress Barn, CHS
- Chico's, GYMB - Gymboree, DEST - Destination Maternity, RL - Ralph Lauren, MW
- Men's Warehouse, TLB - Talbots, PVH - Philip Van Heusen, AEO - American Eagle,
CHRS - Charming Shoppes, BONT - Bon-Ton, ANF - Abercrombie & Fitch, ANN - Ann
Taylor and PSUN - Pacific Sunwear.
The Children's Place has sent stockholders WHITE proxy cards which should be
returned to vote FOR the Company's three director nominees. To vote FOR these
nominees, stockholders should sign, date and return the WHITE proxy card as soon
as it is received. MacKenzie Partners, Inc. is acting as The Children's Place
proxy solicitor and can be reached toll-free at (800) 322-2885 or collect at
(212) 929-5500. They can also be reached by e-mail at
childrensplace@mackenziepartners.com.
About The Children's Place Retail Stores, Inc.
The Children's Place Retail Stores, Inc. is a leading specialty retailer of
children's merchandise. The Company designs, contracts to manufacture and sells
high-quality, value-priced merchandise under the proprietary "The Children's
Place" brand name. As of July 4, 2009, the Company owned and operated 936 The
Children's Place stores and an online store at www.childrensplace.com.
Forward-Looking Statements
This press release may contain certain forward-looking statements regarding
future circumstances. These forward-looking statements are based upon the
Company's current expectations and assumptions and are subject to various risks
and uncertainties that could cause actual results to differ materially. Some of
these risks and uncertainties are described in the Company's filings with the
Securities and Exchange Commission, including in the "Risk Factors" section of
its annual report on Form 10-K for the fiscal year ended January 31, 2009.
Included among the risks and uncertainties that could cause actual results,
events and performance to differ materially are the risk that the Company will
be unsuccessful in gauging fashion trends and changing consumer preferences, and
the risks resulting from the highly competitive nature of the Company's business
and its dependence on consumer spending patterns, which may be affected by the
downturn in the economy. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date they were
made. The Company undertakes no obligation to release publicly any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. The inclusion of any statement in this release does not
constitute an admission by the Company or any other person that the events or
circumstances described in such statement are material.
Important Information
The Company filed a definitive proxy statement and other relevant documents
concerning the 2009 Annual Meeting of Stockholders with the United States
Securities and Exchange Commission ("SEC") on June 16, 2009. Before soliciting
proxies, the Company will provide stockholders with the definitive proxy
statement. The Company advises stockholders to read the definitive proxy
statement because it contains important information about the election of
directors and any other matters to be presented at the 2009 Annual Meeting of
Stockholders. Stockholders may obtain free copies of the definitive proxy
statement and other documents the Company files with the SEC at the SEC's
website at www.sec.gov. They may also access a copy of the company's definitive
proxy statement by accessing www.viewourmaterial.com/plce. In addition,
stockholders may obtain a free copy of the definitive proxy statement and other
related documents by contacting MacKenzie Partners toll-free at (800) 322-2885
or call collect at (212) 929-5500.
The Company, its directors, some of its executive officers and certain other of
its employees are participants in the solicitation of proxies in respect of the
matters to be considered at the 2009 Annual Meeting of Stockholders. Information
about the participants is set forth in the definitive proxy statement.
Information about the participants' direct or indirect interests in the matters
to be considered at the Annual Meeting is also contained in the proxy statement
referred to above.
The photo is also available at Newscom, www.newscom.com, and via AP
PhotoExpress.
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CONTACT: The Children's Place Retail Stores, Inc.
Investors:
Jane Singer, Vice President, Investor Relations
(201) 453-6955
Sard Verbinnen & Co
Media:
George Sard
Paul Caminiti
Nathaniel Garnick
(212) 687-8080
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