Browning West Announces the Dismissal of All Frivolous Lawsuits Brought by Gildan Activewear’s Board Ahead of Upcoming Annual Meeting

Rhea-AI Summary

Browning West, a shareholder owning 5% of Gildan Activewear's shares, announced the dismissal of two lawsuits filed by Gildan's Board. The Quebec Superior Court dismissed a Hart-Scott-Rodino Act violation claim, asserting that the issue should be settled at the upcoming shareholders' meeting on May 28, 2024. The Quebec Financial Markets Administrative Tribunal also dismissed another application, stating it served private interests. Browning West aims to elect eight new board members, including reinstating Glenn Chamandy as CEO, to implement a plan for long-term shareholder value.

Positive

• Two lawsuits against Browning West dismissed entirely by Quebec courts.
• Superior Court ruled no violation of the Hart-Scott-Rodino Act by Browning West.
• Financial Markets Administrative Tribunal found Gildan's claims served private, not public, interests.
• Browning West maintains compliance with proxy solicitation rules.
• Dismissals ensure that shareholder rights will be upheld at the May 28, 2024 meeting.

Negative

• Board's legal actions have caused significant financial waste, costing millions.
• Legal battles have led to one of the most expensive proxy fights in Canadian history.
• Actions by the Board perceived as attempts to undermine shareholder rights and delay accountability.

Pleased that Both the Quebec Superior Court and the Financial Markets Administrative Tribunal Have Recognized the Lawsuits Have No Merit by Dismissing Them in Their Entirety

Notes the Dismissals of the Board’s Wasteful and Self-Serving Lawsuits Will Ensure the Rights of Shareholders Are Protected at the Upcoming May 28^th Annual Meeting

LOS ANGELES--(BUSINESS WIRE)-- Browning West, LP (together with its affiliates, “Browning West” or “we”), which is a long-term shareholder of Gildan Activewear Inc. (NYSE: GIL) (TSX: GIL) (“Gildan” or the “Company”) and beneficially owns approximately 5.0% of the Company’s outstanding shares, today announced that the two meritless lawsuits brought by Gildan’s Board of Directors (the “Board”) against Browning West have been dismissed:

• The Superior Court of Quebec dismissed the Board’s Hart-Scott-Rodino Act (the “HSR Act”) legal application in its entirety and refused to hold that there was any violation of the HSR Act. The Judge indicated that the appropriate forum for the parties’ fight is not the courtroom, but rather the upcoming shareholders’ meeting.

• The Quebec Financial Markets Administrative Tribunal dismissed another application brought by the Board, which sought various orders regarding Browning West’s solicitation of proxies, including an order to prohibit Peter Lee from standing for election as a director of Gildan. The Tribunal concluded that the public interest would not be served by any of the relief sought by Gildan: “Gildan’s application aims to satisfy private interests not the public interest.”

As a reminder, Browning West is seeking to elect eight highly qualified and independent director candidates – Michael Kneeland, Glenn J. Chamandy, Michener Chandlee, Ghislain Houle, Mélanie Kau, Peter Lee, Karen Stuckey, and J.P. Towner – to Gildan’s Board at the upcoming Annual Meeting of Shareholders (the “Annual Meeting”) scheduled for May 28, 2024.

Usman S. Nabi and Peter M. Lee of Browning West commented:

“We are pleased that the Board’s frivolous legal proceedings aimed at preventing shareholders from securing necessary boardroom change have been dismissed in their entirety. Since day one, we have maintained that Browning West did not breach the HSR Act and that we have complied with proxy solicitation rules every step of the way. The Board has continually pursued entrenchment, obfuscation, and disparagement of dissenting shareholders in an attempt to avoid accountability. The Board has also repeatedly tried to weaponize legal action with the primary purpose of undermining and delaying Browning West and shareholders from exercising our rights at the upcoming Annual Meeting.

These rulings represent a clear repudiation of the tactics deployed by Gildan’s entrenched Board. While it is unfortunate these directors have shamelessly wasted millions to attack shareholders in what is quickly becoming the most expensive proxy fight in Canadian history, we are encouraged that these legal sideshows have finally been laid to rest. We look forward to the May 28^th Annual Meeting, where shareholders will finally have an opportunity to elect Browning West’s eight-member slate of director candidates and reinstate Glenn Chamandy as CEO. This is the only way to ensure proven value creators Mr. Chamandy and Michael Kneeland will have the opportunity to implement their superior plan to create long-term shareholder value.”

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For more information on how to vote for the entire Browning West slate on the GOLD Proxy Card, download a copy of the full presentation, and sign up for important campaign updates, visit www.SuperchargeGildan.com. Visit SEDAR+ (www.sedarplus.ca) to review a copy of Browning West’s Circular and related proxy materials, including a GOLD Proxy Card or voting instruction form.

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Vote the GOLD Proxy Card “FOR” ALL EIGHT of Browning West’s Highly Qualified Director Candidates and “WITHHOLD” on ALL of the Incumbent Directors.

Visit www.SuperchargeGildan.com to Learn How to Vote the GOLD Proxy Card and Obtain Copies of Other Important Voting Materials.

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Disclaimer for Forward-Looking Information

Certain information in this news release may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking statements and information generally can be identified by the use of forward-looking terminology such as “outlook,” “objective,” “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “plans,” “continue,” or similar expressions suggesting future outcomes or events. Forward-looking information in this news release may include, but is not limited to, statements of Browning West regarding (i) how Browning West intends to exercise its legal rights as a shareholder of the Company, and (ii) its plans to make changes at the Board and management of the Company.

Although Browning West believes that the expectations reflected in any such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that (i) the Company may use tactics to thwart the rights of Browning West as a shareholder and (ii) the actions being proposed and the changes being demanded by Browning West, may not take place for any reason whatsoever. Except as required by law, Browning West does not intend to update these forward-looking statements.

Advisors

Olshan Frome Wolosky LLP is serving as legal counsel, Goodmans LLP is serving as Canadian legal counsel, and IMK is serving as Quebec legal counsel. Longacre Square Partners is serving as strategic advisor and Pelican PR is serving as public relations advisor. Carson Proxy is serving as proxy advisor.

About Browning West, LP

Browning West is an independent investment partnership based in Los Angeles, California. The partnership employs a concentrated, long-term, and fundamental approach to investing and focuses primarily on investments in North America and Western Europe.

Browning West seeks to identify and invest in a limited number of high-quality businesses and to hold these investments for multiple years. Backed by a select group of leading foundations, family offices, and university endowments, Browning West’s unique capital base allows it to focus on long-term value creation at its portfolio companies.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240516174302/en/

Browning West

info@browningwest.com

310-984-7600



Longacre Square Partners

Charlotte Kiaie / Scott Deveau, 646-386-0091

browningwest@longacresquare.com



Pelican PR

Lyla Radmanovich / Mélanie Tardif, 514-845-8763

media@rppelican.ca



Carson Proxy

Christine Carson, 416-804-0825

christine@carsonproxy.com

Source: Browning West, LP

FAQ

What was the result of Gildan's lawsuits against Browning West?

The Quebec Superior Court and the Financial Markets Administrative Tribunal dismissed both lawsuits in their entirety.

Did Browning West violate the Hart-Scott-Rodino Act according to the court?

No, the Superior Court ruled that Browning West did not violate the Hart-Scott-Rodino Act.

What is the significance of the dismissed lawsuits for Gildan shareholders?

The dismissals protect shareholder rights ahead of the May 28, 2024, Annual Meeting.

Who is Browning West planning to elect to Gildan's Board?

Browning West aims to elect eight new directors, including reinstating Glenn Chamandy as CEO.

When is Gildan's next Annual Meeting?

Gildan's next Annual Meeting is scheduled for May 28, 2024.