FORT MYERS, Fla., July 7, 2016 /PRNewswire/ -- Chico's FAS,
Inc. (NYSE: CHS) issued the statement below in response to a
release and "opinion" commissioned and issued by The Barington
Group ("Barington"), which indicates that it and its affiliates own
approximately 0.92% of the Company's outstanding shares and own
derivatives potentially convertible into another approximately
850,000 shares or 0.64% of the Company's outstanding shares.
The majority of such derivatives were purchased within the past six
months and at least 650,000 of them are out-of-the-money call
options.
As we have been clear about all along, neither Hudson's Bay Company nor any of the department
stores within its portfolio are competitors in any practical sense
to Chico's FAS or any of its brands. The issue of any
potential conflict for either of the Company's two new independent
director candidates was considered by the Chico's FAS Board of
Directors prior to the candidates' nomination.
Independent third party analysis from Applied Predictive
Technologies (APT), a leading business analytics firm, has found
that Hudson's Bay's stores are not competitively relevant to
the Chico's FAS brands in terms of geographic proximity or
demographic profile. Chico's FAS brands serve different price
points, different geographic areas and different consumer
demographics. Contrary to the selective examination published
by Barington, APT's analysis shows that Lord & Taylor and Saks
Fifth Avenue stores are generally located in significantly
different demographic areas than the Chico's FAS brands stores,
with the Hudson's Bay concepts skewing towards higher population
density, higher home value and higher incomes, among other
differing attributes.
Further, instead of relying on information from 2009, using
current data and information, the Company's own customer analyses,
customer surveys, shop-along experiences, and visits to customer
homes and their closets to better understand the shopping habits of
our consumers, show that Chico's FAS customers overwhelmingly do
not shop at Hudson's Bay's stores. In fact, these stores represent
only 1.3% of our customers' apparel spend. Notably, the
"opinion" published by Barington fails to take into account any
share of wallet analysis, including that published by the Company,
which shows where customers actually shop, not just where they
theoretically could. Commissioned academic studies aside, we
believe actual knowledge of a customer's buying patterns more
effectively informs a value enhancing business strategy.
Barington also ignores the announcement from Hudson's Bay Company yesterday that
Bonnie Brooks is retiring from her
role as nonexecutive Vice Chairman, which we believe takes
Barington's red herring issue completely off the table and permits
shareholders to focus on the real issue in this contest: who will
best deliver value to Chico's FAS shareholders.
We believe Barington's attempt to replace Bonnie Brooks' superior expertise with less
qualified, outdated candidates is as irresponsible as Barington's
brick and mortar store growth strategy. Indeed, Barington
continues to suggest candidates whose outdated experience is out of
touch with how consumers shop today and the current retail
environment.
In contrast to Barington's less qualified candidates, Ms. Brooks
brings more than 30 years of global executive leadership experience
in retail and merchandising, including having led three major
international department store turnarounds. Digital marketing
and ecommerce have been major elements of Ms. Brooks' formula for
success and turnaround work over the past decade, including
implementing an entirely new ecommerce site and digital marketing
capability while Chief Executive Officer and President of
Hudson's Bay department stores.
We believe that with our new Chief Executive Officer and
President and refreshed Board, we have world-class leaders – and
the right four director nominees – with the skills and expertise to
continue executing on our new plan.
Neither of Barington's proposed candidates has expertise
equivalent to any of the Board's four nominees. We believe
that replacing any of the Board's superior nominees with any one of
Barington's less qualified candidates would jeopardize the progress
we are making and that Barington's need to focus solely on Ms.
Brooks further demonstrates its lack of ideas and vision for
Chico's FAS.
ABOUT CHICO'S FAS, INC.
The Company, through its
brands – Chico's, White House Black Market, and Soma is a leading
omni-channel specialty retailer of women's private branded,
sophisticated, casual-to-dressy clothing, intimates, complementary
accessories, and other non-clothing items.
As of April 30, 2016, the Company
operated 1,517 stores in the US and Canada and sold merchandise through franchise
locations in Mexico. The Company's
merchandise is also available at www.chicos.com, www.whbm.com, and
www.soma.com. For more detailed information on Chico's FAS, Inc.,
please go to our corporate website at www.chicosfas.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Certain statements contained herein may contain certain
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect our
current views with respect to certain events that could have an
effect on our future financial performance, including but without
limitation, statements regarding our plans, objectives, and future
success of our store concepts, the implementation of our previously
announced restructuring program, and implementation of our program
to increase the sales volume and profitability of our existing
brands through four previously announced focus areas. These
statements may address items such as future sales, gross margin
expectations, SG&A expectations, operating margin expectations,
planned store openings, closings and expansions, future comparable
sales, inventory levels, and future cash needs. These statements
relate to expectations concerning matters that are not historical
fact and may include the words or phrases such as "expects,"
"believes," "anticipates," "plans," "estimates,"
"approximately," "our planning assumptions," "future outlook," and
similar expressions. Except for historical information, matters
discussed in such oral and written statements are forward-looking
statements. These forward-looking statements are based largely on
information currently available to our management and on our
current expectations, assumptions, plans, estimates, judgments and
projections about our business and our industry, and are subject to
various risks and uncertainties that could cause actual results to
differ materially from historical results or those currently
anticipated. Although we believe our expectations are based on
reasonable estimates and assumptions, they are not guarantees of
performance and there are a number of known and unknown risks,
uncertainties, contingencies, and other factors (many of which are
outside our control) that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. Accordingly, there is no assurance that our
expectations will, in fact, occur or that our estimates or
assumptions will be correct, and we caution investors and all
others not to place undue reliance on such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, general economic and
business conditions, conditions in the specialty retail industry,
the availability of quality store sites, the ability to
successfully execute our business strategies, the ability to
achieve the results of our restructuring program, the ability to
achieve the results of our four focus areas, the integration of our
new management team, and those described in Item 1A, "Risk Factors"
and in the "Forward-Looking Statements" disclosure in Item 7.
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" of our Form 10-K. There can be no assurance
that the actual future results, performance, or achievements
expressed or implied by such forward-looking statements will occur.
Investors using forward-looking statements are encouraged to review
the Company's latest annual report on Form 10-K, its filings on
Form 10-Q, management's discussion and analysis in the Company's
latest annual report to stockholders, the Company's filings on Form
8-K, and other federal securities law filings for a description of
other important factors that may affect the Company's business,
results of operations and financial condition. All written or oral
forward-looking statements that are made or attributable to us are
expressly qualified in their entirety by this cautionary notice.
The Company does not undertake to publicly update or revise its
forward looking statements even if experience or future changes
make it clear that projected results expressed or implied in such
statements will not be realized.
Additional Information
Chico's FAS, its directors and certain of its executive officers
are participants in the solicitation of proxies from Company
shareholders in connection with the matters to be considered at the
Company's 2016 Annual Meeting. The Company has filed a definitive
proxy statement and WHITE proxy card with the U.S. Securities and
Exchange Commission (the "SEC") in connection with any such
solicitation of proxies from Company shareholders. COMPANY
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN
IMPORTANT INFORMATION. Information regarding the identity of the
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the proxy statement and
other materials filed with the SEC. Shareholders can obtain any
proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the SEC for
no charge at the SEC's website at www.sec.gov. Copies are also
available at no charge at the Company's website at
www.chicosfas.com, by writing to Chico's FAS at 11215 Metro
Parkway, Fort Myers, FL 33966, or
by calling the Company's proxy solicitor, Innisfree, toll-free at
(877) 825-8971.
Contacts:
Investors:
Jennifer Powers
Vice President - Investor
Relations
Chico's FAS, Inc.
(239) 346-4199
Arthur B. Crozier / Jennifer M. Shotwell / Jonathan E. Salzberger
Innisfree M&A Incorporated
(212) 750-5833
Media:
Barrett Golden / Leigh Parrish / Joseph
Sala
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
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SOURCE Chico's FAS, Inc.