FORT MYERS, Fla., April 3, 2020 /PRNewswire/ -- Chico's FAS, Inc.
(NYSE: CHS) (the "Company" or "Chico's FAS"), a leading omnichannel
specialty retailer for women that operates Chico's®, White House
Black Market®, Soma® and TellTale™, today announced that its Board
of Directors adopted a limited duration shareholder rights plan
(the "Rights Plan").
In adopting the Rights Plan, the Board has taken note of the
unprecedented impact of the global COVID-19 pandemic on equity
market valuations, including the dislocation in the Company's stock
price. Given the current environment and trading levels as well as
the importance of maintaining focus on the Company's operations,
safeguarding the welfare of employees and serving customers, the
Board believes adopting the Rights Plan is in the best interest of
all Chico's FAS shareholders.
The Rights Plan has a one-year duration, expiring on
April 1, 2021. It is similar to plans
adopted by other public companies and is intended to protect the
interest of the Company and its shareholders by reducing the
likelihood that any person or group gains control of Chico's FAS
through open market accumulation or other tactics without paying an
appropriate control premium. The Rights Plan also helps ensure that
the Board has sufficient time to make informed decisions that are
in the best interests of the Company and all Chico's FAS
shareholders. The Rights Plan applies equally to all current and
future shareholders and is not intended to deter offers that are
fair and otherwise in the best interest of the Company's
shareholders. The Rights Plan has not been adopted in response to
any specific takeover bid or other proposal to acquire control of
the Company.
Pursuant to the Rights Plan, the Company is issuing one right
for each share of common stock outstanding at the close of business
on April 13, 2020. The rights will
become exercisable only if an entity, person or group acquires
beneficial ownership of 10% or more of the Company's common stock
(including in the form of synthetic ownership through derivative
positions), or 20% in the case of certain passive investors. When
the rights become exercisable, each holder of a right (other than,
as detailed in the Rights Plan, the person or group triggering the
rights) will be entitled to purchase, at the then-current exercise
price (which was initially set at $12
per right), additional shares of common stock having a value of
twice the exercise price of the right (a 50% discount). Rights held
by any entity, person or group whose actions trigger the Rights
Plan, and those of certain related parties, would become void.
Additional details regarding the Rights Plan will be contained
in a Form 8-K to be filed by the Company with the U.S. Securities
and Exchange Commission.
ABOUT CHICO'S FAS,
INC.
The Company, through its brands – Chico's, White House Black
Market, Soma and TellTale is a leading omnichannel specialty
retailer of women's private branded, sophisticated,
casual-to-dressy clothing, intimates and complementary
accessories.
As of February 1, 2020, the
Company operated 1,341 stores in the U.S. and Canada and sold merchandise through 70
international franchise locations in Mexico and 2 domestic franchise airport
locations. The Company's merchandise is also available at
www.chicos.com, www.chicosofftherack.com, www.whbm.com,
www.soma.com and www.mytelltale.com as well as through
third party channels. For more detailed information on the Company,
please go to our corporate website at www.chicosfas.com. The
information on our corporate website is not, and shall not be
deemed to be, a part of this press release or incorporated into our
federal securities law filings.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This press release contains "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. These statements relate to expectations concerning
matters that are not historical fact and may include the words or
phrases such as "will," "should," "expects," "believes,"
"anticipates," "plans," "intends," "estimates," "approximately,"
"our planning assumptions," "future outlook," and similar
expressions. Except for historical information, matters discussed
in such 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, we cannot guarantee their
accuracy or our future 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, changes in the general
economic and business environment; changes in the general or
specialty retail or apparel industries, including the extent of the
market demand and overall level of spending for women's private
branded clothing and related accessories; the availability of
quality store sites; the effectiveness of our brand strategies,
awareness and marketing programs; the ability to successfully
execute and achieve the expected results of our business strategies
and particular strategic initiatives (including, but not limited
to, the Company's revised organizational structure, retail fleet
optimization plan and three operating priorities which are driving
stronger sales through improved product and marketing; optimizing
the customer journey by simplifying, digitizing and extending the
Company's unique and personalized service; and transforming
sourcing and supply chain operations to increase product speed to
market and improve quality), sales initiatives and multi-channel
strategies; customer traffic; our ability to appropriately manage
our inventory and allocation processes; our ability to leverage
inventory management and targeted promotions; the successful
recruitment of leadership and the successful integration of new
members of our senior management team; uncertainties regarding
future unsolicited offers to buy the Company and our ability to
respond effectively to them as well as to actions of activist
shareholders and others; changes in the political environment that
create consumer uncertainty; the risk that our investments in
merchandise or marketing initiatives may not deliver the results we
anticipate; significant changes to product import and distribution
costs (such as unexpected consolidation in the freight carrier
industry, and the ability to remain competitive with customer
shipping terms and costs pertaining to product deliveries and
returns); the continuation or worsening of impacts related to the
COVID-19 outbreak, including business, financial, human capital and
other impacts to the Company and its partners; new or increased
taxes or tariffs (particularly with respect to China) that could impact, among other things,
our sourcing from foreign suppliers; significant shifts in consumer
behavior; and those other factors 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 latest annual report on Form 10-K and
in Part II, Item 1A, "Risk Factors" and the "Forward-Looking
Statements" disclosure in Part I, Item 2. "Management's Discussion
and Analysis of Financial Condition and Results of Operation" of
our quarterly reports on Form 10-Q and in other reports we file
with or furnish to the Securities and Exchange Commission. The
current global economic climate, length and severity of the
COVID-19 outbreak, and uncertainty surrounding potential changes in
U.S. policies and regulations, including the upcoming U.S.
election, may amplify many of these risks. There can be no
assurance that the actual future results, performance, or
achievements expressed or implied by such forward-looking
statements will occur. All 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.
Investor Relations Contact:
Tom Filandro
ICR, Inc.
(646) 277-1235
Media Relations Contact:
Pashen Black
Director of Corporate Public Relations
(239) 218-3388
Chico's FAS, Inc. • 11215 Metro Parkway •
Fort Myers, Florida 33966 • (239)
277-6200
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SOURCE Chico's FAS, Inc.