Gildan Comments on Violations of US Antitrust Law by Browning West

Browning West’s rapid accumulation of Gildan shares last month violated the US Hart-Scott-Rodino Act

Browning West illegally acquired stake in order to take control of the Gildan Board and reinstall former Gildan CEO by requisitioning a special shareholders’ meeting

Illegal share acquisitions demonstrate short-term, reckless, and poorly planned nature of Browning West’s campaign

Gildan plans to take all appropriate actions to protect shareholders

MONTREAL, Jan. 21, 2024 (GLOBE NEWSWIRE) -- Gildan Activewear Inc. (GIL: TSX and NYSE) (“Gildan” or the “Company”) today announced that it has learned that Browning West, LP (“Browning West”) accumulated shares in violation of the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) as part of its misguided campaign to reinstall Glenn Chamandy as CEO of Gildan.

The HSR Act is a US antitrust statute that requires investors to notify the US Federal Trade Commission and US Department of Justice and comply with a 30-day waiting period before acquiring voting securities in excess of a certain ownership threshold. By acquiring shares in excess of the threshold without notifying these agencies and the Company, and without waiting 30 days to acquire the shares after providing notice, Browning West violated US law.

Browning West’s rapid and illegal share acquisitions were undertaken as a necessary part of its scheme to take control of the Company and its Board and reinstall Mr. Chamandy. Under the Canada Business Corporations Act, shareholders are entitled to requisition a special meeting of shareholders only if they hold over 5% of a company’s shares. Browning West’s illegal share acquisitions barely put it over this threshold, and on January 9, 2024, Browning West sought to requisition a special meeting to take control of the Company and its Board by removing eight sitting directors and appointing eight new directors hand-picked by Browning West, including one of its co-founders and Mr. Chamandy.

Without the shares acquired in violation of the HSR Act, Browning West would have no legal rights to requisition a meeting. The Board intends to explore all avenues to ensure that shareholders are protected from Browning West’s illegal activity, potentially including notifications to applicable regulators and legal proceedings in the United States and Canada.

Gildan discovered Browning West’s violation of the HSR Act after it filed a Schedule 13D with the US Securities and Exchange Commission on January 8, 2024.

On Friday, January 19, 2024, Browning West informed the Company that it would be belatedly making its filing under the HSR Act but asserted that it was doing so “under protest”, in an ill-advised attempt to avoid responsibility for its failure to comply with law. By suggesting that its filing was made “under protest” Browning West simply compounds its errors and demonstrates both an unwillingness to take responsibility for its actions and the lack of competence to run a proxy fight let alone Gildan’s business.