MOORESTOWN, N.J., May 21, 2018 /PRNewswire/ -- Destination
Maternity Corporation (NASDAQ: DEST), the world's leading maternity
apparel retailer, today issued the following open letter to
stockholders regarding its upcoming Annual Meeting of Stockholders
scheduled for this Wednesday, May 23,
2018:
May 21, 2018
Dear Fellow Stockholders:
With the Company's Annual Meeting of Stockholders fast
approaching this Wednesday (May
23rd), now is the time for stockholders to cast
their votes on the WHITE proxy card FOR each of the
Company's four highly qualified and experienced director nominees:
Barry Erdos, Melissa Payner-Gregor, Peter Longo and Pierre-André Mestre.
Your Board and management team have held numerous discussions
with a broad range of stockholders during this proxy season, which
have generated meaningful feedback and valuable insights.
In light of these conversations, we re-affirm our commitment to
increasing our gender diversity at the Board level by identifying
and appointing at least one additional highly qualified female
director to the Board as soon as possible.
We also confirm our commitment to identify and name a permanent
CEO as soon as possible, a process that was underway prior to, but
interrupted by, the disruptive proxy contest launched by a
dissident group of stockholders led by Nathan G. Miller and Peter O'Malley (the "Miller Group").
Furthermore, your Board respects and appreciates our
stockholders' desire for increased engagement, and commits to a
deeper and more frequent conversation with you, our stockholders,
including regular and consistent updates on the progress of the
Company's newly revised go-forward plan, upon which your Board and
management team continue to work diligently.
Your Board's commitment to good corporate governance stands in
stark contrast with the efforts by the dissident group. The
replacement of your entire Board with the Miller
Group's nominees who lack Board level and C-suite experience would
create significant governance and operational risks that could
distract from, and delay, the continued execution of our revised
go-forward strategy. Furthermore, in its drive for absolute
control of your Company, the Miller Group is now threatening to sue
the Board, the Company and Orchestra-Prémaman, the Company's
largest stockholder, after the annual meeting in an attempt to stop
Orchestra-Prémaman from exercising its right as a stockholder to
vote its shares in favor of the Board's highly qualified
nominees.
This latest effort by the Miller Group serves as an unfortunate
reminder that the Miller Group's top priority is to take over your
Company, not to create value for all stockholders. This
desperate play for control is not only demonstrated by this
threatened lawsuit, but also by the Miller Group's two unsuccessful
attempts to acquire control of your Company at bargain prices, and
its rejection of five separate settlement offers relating to this
Board contest.
Remarking on the Miller Group's history of repeated attempts to
gain control of Destination through either inadequate purchase or
private investment proposals, leading proxy advisory firm, Glass
Lewis, said in its
report:
"…we are concerned the
Dissident's pattern of practice indicates a principal focus on
control, rather than the expansion and protection of shareholder
value."
"…we believe the Miller Group's
bona fides as a shareholder advocate are dwarfed by its apparent
interest in exercising unilateral influence over the
Company."
Do NOT be fooled by the Miller Group. Your Board and
management team are on the right path, and the Board nominees are
the right stewards for your Company and all stockholders!
Vote on the WHITE proxy card "FOR" all of our
highly qualified slate of nominees:
Barry Erdos,
Melissa Payner-Gregor, Peter Longo and Pierre-André Mestre.
Your vote is extremely important, no matter how many or how
few shares you own. Stockholders can vote today by telephone,
online or by signing, dating and returning the WHITE proxy
card.
If you have previously returned a gold proxy card you received
from the Miller Group, you have every right to change your vote by
using the WHITE proxy card to support the Destination Board.
Only your latest dated validly executed proxy card will count.
Please DO NOT send back any gold proxy cards, even as a
"protest vote." Doing so will cancel out any previously submitted
WHITE proxy cards.
If you have any questions or need assistance voting, please call
Okapi Partners LLC, our proxy solicitor, at (212) 297-0720 or
toll-free at (855) 208-8903, or email at info@okapipartners.com
On behalf of the Board, thank you for your continued
support.
Very truly yours,
The Destination Maternity Board
Forward-Looking Statements
The Company cautions that any forward-looking statements (as
such term is defined in the Private Securities Litigation Reform
Act of 1995) contained in this letter or made from time to time by
management of the Company, including those regarding real estate
opportunities, sales, additional borrowing capacity,
expected SG&A savings and various business initiatives, involve
risks and uncertainties, and are subject to change based on various
important factors. The following factors, among others, could
affect the Company's ability to realize such savings and could
cause actual results to differ materially from those expressed or
implied in any such forward-looking statements: the strength or
weakness of the retail industry in general and of apparel purchases
in particular, our ability to successfully manage our various
business initiatives, our ability to successfully manage our real
estate relationships, overall economic conditions and other factors
affecting consumer confidence, demographics and other macroeconomic
factors that may impact the level of spending for apparel (such as
fluctuations in pregnancy rates and birth rates), availability of
suitable store locations, our ability to develop and source
merchandise and other factors set forth in the Company's periodic
filings with the U.S. Securities and Exchange Commission (the
"SEC"), or in materials incorporated therein by reference. Although
it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this letter are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this letter. The Company assumes no obligation to
update or revise the information contained in this letter (whether
as a result of new information, future events or otherwise), except
as required by applicable law.
Important Additional Information
Destination Maternity, its directors and certain of its
executive officers may be deemed to be participants in the
solicitation of proxies from Destination Maternity stockholders in
connection with the matters to be considered at Destination
Maternity's 2018 Annual Meeting to be held on May 23, 2018. On April 23,
2018, Destination Maternity filed a definitive proxy
statement (the "Proxy Statement") and form of White proxy card with
the SEC in connection with any such solicitation of proxies from
Destination Maternity stockholders. INVESTORS AND STOCKHOLDERS
ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND
ACCOMPANYING WHITE PROXY CARD WITH RESPECT TO THE 2018 ANNUAL
MEETING, AND OTHER DOCUMENTS FILED WITH THE SEC, CAREFULLY AND
IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION.
Detailed information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the Proxy Statement and
other materials to be filed with the SEC in connection with
Destination Maternity's 2018 Annual Meeting. Stockholders may
obtain the Proxy Statement, any amendments or supplements to the
Proxy Statement and other documents filed by Destination Maternity
with the SEC for no charge at the SEC's website at
www.sec.gov. Copies will also be available at no charge
at the Investor Relations section of our corporate website at
http://investor.destinationmaternity.com.
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SOURCE Destination Maternity Corporation