Turtle Creek Asset Management Releases Open Letter to Gildan Board Calling on it to Cease its Attempts to Disenfranchise Shareholders
January 22 2024 - 4:47PM
Turtle Creek Asset Management Inc. (“Turtle Creek”), a Canadian
independent investment management firm with a 25-year history and
a decade-long shareholder of Gildan Activewear Inc. (GIL: TSX
and NYSE) (“Gildan” or the “Company”), today issued an open letter
to the board of directors (the “Board”) of Gildan.
The full text of the open letter to the Board
follows:
Donald C. BergMaryse BertrandDhaval BuchMarc
CairaShirley E. CunninghamSharon DriscollCharles M. HeringtonLuc
JobinCraig A. LeavittAnne Martin-VachonChristopher S.
ShackeltonVince Tyra
c/o Donald C. Berg, Chair of the Board and Arun Bajaj, EVP,
Chief HR Officer & Legal Affairs600 de Maisonneuve Boulevard
West, 33rd FloorMontréal, Québec, H3A 3J2
Via email
Dear Directors,
As long-term owners of Gildan, we are deeply
disappointed that the Board of a major corporation and a true
Canadian success story has chosen to pursue a strategy that we
believe is aimed at disenfranchising its shareholders by denying
them the opportunity to allow their voices to be heard. It is a
simple request – hold the requisitioned meeting of Gildan
shareholders (the “Meeting) as you are required by statute to do,
to allow shareholders to vote on the composition of the Board.
The Company’s latest disclosures suggest it may
seize on a purported “foot fault”, under the guise of protecting
“shareholder value”, to deny shareholder Browning West’s
requisition for a Meeting. But in reality, your response is nothing
more than an attempt to entrench yourselves. The Board is well
aware of the widespread loss of confidence in its stewardship, made
evident in the unprecedented public and private statements by a
substantial percentage of Gildan’s shareholders.
You are entitled to make your case as to the
reasons behind your ill-conceived, value destructive decision to
terminate Gildan’s founder and CEO of over 20 years. But you are
not entitled to stop the shareholders from voting on who they wish
to represent them on the board of their company. And while we
respect your right to communicate your reasons, we urge you to
conduct yourselves in a professional manner. Your current
destructive PR campaign of inferences and innuendo is, quite
frankly, embarrassing to the Company and to each of you. For the
sake of each of your reputations, and for the sake of the Company,
we urge you to end it.
Members of the Board, do the right
thing – call the Meeting without delay. Allow the
shareholders, the owners of the Company, to exercise their
statutory rights to vote for their representatives. You have a
legal and moral responsibility to act as independent fiduciaries
for shareholders, even when those shareholders disagree with you
and seek to have you replaced. There is still time to change course
and preserve your professional reputations. Do not let your
advisors push you into an ugly and costly proxy fight that you are
unlikely to win.
Sincerely,
Turtle Creek Asset Management
No Solicitation
This press release does not constitute a solicitation of a proxy
within the meaning of applicable laws, and accordingly, Gildan
shareholders are not being asked to give, withhold or revoke a
proxy.
Advisors
Davies Ward Phillips & Vineberg LLP is
serving as Canadian legal counsel, Cleary Gottlieb Steen &
Hamilton LLP is serving as United States legal counsel and Gagnier
Communications is serving as communications advisor to Turtle
Creek.
About Turtle Creek Asset Management
Inc.
Turtle Creek is an independent investment
management firm with a 25-year history. We manage over $5 billion
for a clientele of high-net-worth families, institutions and wealth
advisors. Turtle Creek is not your typical value investor. We are
engaged shareholders focused on the long term. Turtle Creek is
where the partners and our senior employees have all of their
investable wealth. As a result, we are aligned with our fellow
investors to an extent that few other firms can match.
For further information, please visit:
https://www.turtlecreek.ca/
Contact:
Riyaz Lalani & Dan GagnierGagnier Communications(416)
305-1459TurtleCreek@gagnierfc.com
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