Charlotte Russe Holding Inc. (Nasdaq: CHIC), a women’s apparel retailer, is recommending that its shareholders reject a slate of three board nominees made by Allan Karp of KarpReilly Capital Partners, because it could represent a conflict of interest. KarpReilly currently controls around 8.6% of the company, and has offered to buy out the remainder. In related news, Charlotte Russe announced that it has instructed financial advisor Cowen & Co. to initiate a sale process.
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.
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.
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.