Charlotte Russe Board of Directors Recommends Rejection of Karp Nominees
March 06 2009 - 7:36PM
Business Wire
Charlotte Russe Holding Inc. (Nasdaq: CHIC) today announced that
it had received a notice from Allan W. Karp of KarpReilly Capital
Partners, L.P. (�KarpReilly� and, together with Allan W. Karp, the
�KarpReilly Group�) indicating that he intends to nominate a slate
of three nominees to the Company�s Board of Directors at the
Company�s 2009 Annual Meeting. The Company recommends that
shareholders reject his proposed slate of nominees given the
KarpReilly Group�s conflict of interest.
The Company said its Board of Directors is currently engaged in
a fair and comprehensive process to evaluate strategic
alternatives, including a possible sale of the Company, as a means
of achieving maximum value for all shareholders. This process was
previously announced on January 21, 2009. KarpReilly had proposed
buying Charlotte Russe in November 2008 but subsequently withdrew
its proposal.
The Company said that giving the KarpReilly Group representation
on the Board could delay and disrupt the Board�s process which is
already underway. Given KarpReilly�s previously expressed interest
in acquiring Charlotte Russe, the Company believes that it is not
in the best interests of shareholders for associates of the
KarpReilly Group to have representation on the Company�s Board of
Directors during the process of evaluating strategic alternatives.
There is nothing preventing KarpReilly from participating as a
bidder in a sale process.
Charlotte Russe continues to implement a new strategic plan
designed to increase long-term growth and profitability. The
Company expects to announce its second quarter of fiscal 2009
results on April 21, 2009. The Company�s 2009 Annual Meeting is
scheduled for Tuesday, April 28, 2009.
Important Information
The Company intends to file a proxy statement with the
Securities and Exchange Commission relating to the Company�s
solicitation of proxies from the stockholders of the Company with
respect to the Company�s 2009 Annual Meeting, which will be mailed
to stockholders along with a white proxy card. CHARLOTTE RUSSE
ADVISES SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Charlotte Russe's proxy statement and other relevant documents will
be available for free at www.sec.gov. You may also obtain a free
copy of the Company�s proxy statement, when it becomes available,
by writing to the Company�s Corporate Secretary at 4645 Morena
Boulevard, San Diego, California 92117 or from the Company at
www.charlotterusse.com.
INFORMATION REGARDING PARTICIPANTS
Charlotte Russe and its directors are, and certain of its
officers and employees may be deemed to be, participants in the
solicitation of proxies from Charlotte Russe�s stockholders with
respect to the matters considered at Charlotte Russe�s 2009 Annual
Meeting. Information regarding these directors, and these certain
officers and employees, will be contained in Exhibit�99.2 to the
Form 8-K to be filed by Charlotte Russe on March 9, 2009.
Security holders can also obtain information with respect to the
identity of the participants and potential participants in the
solicitation and a description of their direct or indirect
interests, by security holdings or otherwise, for free, by
contacting the Company�s Corporate Secretary at 4645 Morena
Boulevard, San Diego, California 92117. More detailed information
with respect to the identity of the participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with the Securities and Exchange Commission in connection with
Charlotte Russe�s 2009 Annual Meeting.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: Except for the historical information
contained herein, this press release contains forward-looking
statements. Such statements include, but are not limited to, the
results of our process for evaluating strategic alternatives for
the Company. Such forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from historical results or from any results expressed or
implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the risks that the
Company will not receive indications of interest from potential
purchasers and will not be able to execute its new strategic plan
as intended, the Company will not open new Charlotte Russe stores
or remodel existing stores in the numbers or on the schedule
anticipated, general and regional economic conditions, industry
trends, consumer demands and preferences, competition from other
retailers and uncertainties generally associated with women�s
apparel and accessory retailing. A description of these factors, as
well as others that could affect the Company�s business, is set
forth in the Company�s annual report on Form 10-K and quarterly
reports on Form 10-Q, filed with the Securities and Exchange
Commission. The Company disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
About Charlotte Russe
Charlotte Russe, based in San Diego, California, is a mall-based
specialty retailer of fashionable, value-priced apparel and
accessories targeting young women in their teens and twenties. As
of December 27, 2008, the Company operated 495 stores throughout 45
states and Puerto Rico. For more information about the Company,
please visit www.charlotterusse.com.
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