GIII buyout target
The annual meeting of Shareholders in the year 2020 was delayed until 2021 and therefore the Company is seeking approval of the Reconfirmation Resolution (defined below) by Shareholders, in accordance with the terms of the Rights Plan, at the Meeting.
Objectives of the Rights Plan
The objectives of the Rights Plan are to ensure, to the extent possible, that all Shareholders are treated equally and fairly in connection with any take-over bid or similar proposal to acquire Common Shares. The Rights Plan will provide the Board and the Shareholders with more time to fully consider any unsolicited take-over bid for the Company without undue pressure, to allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.Take-over bids may be structured in such a way as to be coercive or discriminatory in effect or may be initiated at a time when it will be difficult for the Board to prepare an adequate response. Such offers mayresult in Shareholders receiving unequal or unfair treatment, or not realizing the full value of their investment in the Company.The Rights Plan discourages the making of any such offers by creating the potential for significant dilutionto any offeror who does so. This potential is created through the issuance to all Shareholders of contingent rights to acquire additional Common Shares at a significant discount to the prevailing market price, which could, in certain circumstances, become exercisable by all Shareholders other than an offeror and its associates, affiliates and joint actors.